Warrant No. 14 Number of Shares: 225,000 (subject to adjustment) Date of Issuance: May 10, 2001 STUDENT ADVANTAGE, INC. COMMON STOCK PURCHASE WARRANT (VOID AFTER MAY 9, 2006) Student Advantage, Inc., a Delaware corporation (the "Company"), for value...Student Advantage Inc • May 16th, 2001 • Services-membership organizations • Delaware
AMONGAgreement and Plan of Merger • May 11th, 1999 • Student Advantage Inc • Services-membership organizations • Delaware
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER DATED AS OF APRIL 20, 2004Agreement and Plan of Merger • May 18th, 2004 • Outdoor Channel Holdings Inc • Services-membership organizations • California
1 CUSIP No. 86386Q 10 5Agreement • February 14th, 2000 • Greylock Ix Lp • Services-membership organizations
1 EXHIBIT 2.1 ASSET PURCHASE AGREEMENTAsset Purchase Agreement • May 16th, 2001 • Student Advantage Inc • Services-membership organizations • Delaware
AMENDMENT NO. 5 TO LOAN AGREEMENT and AMENDMENT TO WARRANT AGREEMENTWarrant Agreement • May 15th, 2002 • Student Advantage Inc • Services-membership organizations • New York
WITNESSETH:Services Agreement • August 15th, 1997 • Red Oak Hereford Farms Inc • Services-membership organizations • Florida
AGREEMENT AND PLAN OF REORGANIZATION This Agreement and Plan of Reorganization ("the Agreement"), dated as of the 14th day of March, 1997, by and between Wild Wings, Inc., a Nevada corporation ("Wild Wings") and Red Oak Farms, Inc. an Iowa corporation...Agreement and Plan of Reorganization • March 31st, 1997 • Wild Wings Inc • Services-membership organizations • Nevada
1 Exhibit 10.4 WARRANT AGREEMENT STUDENT ADVANTAGE, INC.Warrant Agreement • July 10th, 2001 • Student Advantage Inc • Services-membership organizations • Delaware
ARTICLE I THE PURCHASEAsset Purchase Agreement • November 15th, 2000 • Student Advantage Inc • Services-membership organizations • Delaware
EXHIBIT 10.2 AMENDMENT NO. 10 TO LOAN AGREEMENT AMENDMENT NO. 10 TO LOAN AGREEMENT dated as of April 30, 2003 (this "Amendment"), among STUDENT ADVANTAGE, INC., a Delaware corporation (the "Borrower"); each of the Subsidiaries of the Borrower...Loan Agreement • May 15th, 2003 • Student Advantage Inc • Services-membership organizations • New York
AMENDMENT NO. 2Student Advantage Inc • December 19th, 2001 • Services-membership organizations
BY AND AMONG ALLOY, INC.,Asset Purchase Agreement • May 20th, 2003 • Student Advantage Inc • Services-membership organizations • Delaware
AGREEMENT ---------Indemnification Agreement • November 12th, 2004 • Outdoor Channel Holdings Inc • Services-membership organizations • Delaware
Warrant No. 7 Number of Shares: 200,000 (subject to adjustment) Date of Issuance: October 27, 2000 STUDENT ADVANTAGE, INC. COMMON STOCK PURCHASE WARRANT (VOID AFTER OCTOBER 26, 2003) Student Advantage, Inc., a Delaware corporation (the "Company"), for...Student Advantage Inc • November 14th, 2000 • Services-membership organizations • Delaware
AMENDMENT NO. 4Student Advantage Inc • May 15th, 2002 • Services-membership organizations
1 Exhibit 10.10 SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (this "Agreement") dated as of the 1st day of May, 2001 between Student Advantage, Inc., a Delaware corporation (the "Company"), and BAYSTAR CAPITAL, L.P. (the "Purchaser")....Securities Purchase Agreement • May 4th, 2001 • Student Advantage Inc • Services-membership organizations • Delaware
EXHIBIT 4.4 STOCK OPTION AGREEMENT - PLAN 2 ------------------------------- This STOCK OPTION AGREEMENT ("Stock Option Agreement") made this 15th day of June, 1993, between GLOBAL RESOURCES, INC., an Alaska Corporation, which includes its subsidiary...Stock Option Agreement • March 4th, 2004 • Outdoor Channel Holdings Inc • Services-membership organizations • California
1 Exhibit 10.28 SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (this "Agreement") dated as of the 27th day of October, 2000 between Student Advantage, Inc., a Delaware corporation (the "Company"), and Hare & Co., (the "Purchaser"), f/b/o...Securities Purchase Agreement • November 14th, 2000 • Student Advantage Inc • Services-membership organizations • Delaware
Name: Secretary, Red Oak Hereford Farms, Inc. Exhibit A Articles of Incorporation Exhibit B Bylaws CERTIFICATE OF CORPORATE RESOLUTIONS (AUTHORITY TO OBTAIN FINANCING)Subordination Agreement • August 14th, 1998 • Red Oak Hereford Farms Inc • Services-membership organizations • Iowa
SERIES C COMMON STOCK PURCHASE WARRANT To Purchase 9,200,000 Shares of Common Stock of ZURVITA HOLDINGS, INC.Zurvita Holdings, Inc. • June 8th, 2010 • Services-membership organizations
THIS SERIES C COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, VICIS CAPITAL MASTER FUND (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the seventh (7th) anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Zurvita Holdings, Inc. a Delaware Corporation (the “Company”), up to 9,200,000 shares (the “Warrant Shares”) of Common Stock, par value $.0001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
EXHIBIT 99.4 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • November 20th, 2003 • Student Advantage Inc • Services-membership organizations • Delaware
2- 3 (d) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within 10 days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such...Student Advantage Inc • May 4th, 2001 • Services-membership organizations • Delaware
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER OF OUTDOOR CHANNEL HOLDINGS, INC. (A DELAWARE CORPORATION)Agreement and Plan of Merger • September 20th, 2004 • Outdoor Channel Holdings Inc • Services-membership organizations
Interval Leisure Group, Inc. and The Bank of New York Mellon, as Rights Agent Rights Agreement Dated as of June 10, 2009Rights Agreement • June 11th, 2009 • Interval Leisure Group, Inc. • Services-membership organizations • New York
RIGHTS AGREEMENT, dated as of June 10, 2009 (the “Agreement”), between Interval Leisure Group, Inc., a Delaware corporation (the “Company”), and The Bank of New York Mellon, a New York banking corporation, as Rights Agent (the “Rights Agent”).
Exhibit 10.3 SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (this "Agreement") dated as of the sixth day of May, 2002 between Student Advantage, Inc., a Delaware corporation (the "Company"), and Richard Bianchina, Jr., an accredited...Securities Purchase Agreement • August 14th, 2002 • Student Advantage Inc • Services-membership organizations • Delaware
EXHIBIT 10.4 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGE is made and entered into effective as of the 1" day of January, 2000, by and between RED OAK FARMS, INC. (hereinafter referred to as "Employer"), and JOHN SCHIERING (hereinafter referred to as...Employment Agreement • September 11th, 2000 • Red Oak Hereford Farms Inc • Services-membership organizations • Iowa
1 Exhibit 2.1 ASSET PURCHASE AGREEMENTAsset Purchase Agreement • November 15th, 2000 • Student Advantage Inc • Services-membership organizations • Delaware
Exhibit 10.2 AMENDMENT NO. 6 TO LOAN AGREEMENT AMENDMENT NO. 6 TO LOAN AGREEMENT, dated as of September 30, 2002 ("AMENDMENT"), among STUDENT ADVANTAGE, INC., a Delaware corporation (the "BORROWER"); each of the Subsidiaries of the Borrower identified...Loan Agreement • October 1st, 2002 • Student Advantage Inc • Services-membership organizations • New York
1 Exhibit 10.3 SECURITY AGREEMENT SECURITY AGREEMENT dated as of June 25, 2001, between STUDENT ADVANTAGE, INC., a corporation duly organized and validly existing under the laws of the State of Delaware (the "BORROWER"); each of the Subsidiaries of...Security Agreement • July 10th, 2001 • Student Advantage Inc • Services-membership organizations • New York
Warrant No. 13 Number of Shares: 225,000 (subject to adjustment) Date of Issuance: May 10, 2001 STUDENT ADVANTAGE, INC. COMMON STOCK PURCHASE WARRANT (VOID AFTER MAY 9, 2006) Student Advantage, Inc., a Delaware corporation (the "Company"), for value...Student Advantage Inc • May 16th, 2001 • Services-membership organizations • Delaware
Warrant No. 11 Number of Shares: 250,000 (subject to adjustment) Date of Issuance: May 1, 2001 STUDENT ADVANTAGE, INC. COMMON STOCK PURCHASE WARRANT (VOID AFTER MAY 1, 2005) Student Advantage, Inc., a Delaware corporation (the "Company"), for value...Student Advantage Inc • May 4th, 2001 • Services-membership organizations • Delaware
1 Exhibit 10.14 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") dated as of May 1st, 2001 is entered into between Student Advantage, Inc., a Delaware corporation (the "Company") and BayStar International, Ltd. (the...Registration Rights Agreement • May 4th, 2001 • Student Advantage Inc • Services-membership organizations • Delaware
EXHIBIT 10.13 OUTDOOR CHANNEL HOLDINGS, INC. FORM OF STOCK OPTION AGREEMENT (PURSUANT TO NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN) This Stock Option Agreement (the "Agreement") is made as of this ___ day of ______________, 20__, between Outdoor...Stock Option Agreement • March 30th, 2004 • Outdoor Channel Holdings Inc • Services-membership organizations
Exhibit 10.7 SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (this "Agreement") dated as of the seventh day of May, 2002 between Student Advantage, Inc., a Delaware corporation (the "Company"), and Marc Turtletaub, an accredited investor...Securities Purchase Agreement • August 14th, 2002 • Student Advantage Inc • Services-membership organizations • Delaware
