The bylaws of Dannie Ashe, Inc. provide that the corporation shall, to the maximum extent and in the manner permitted in the CAGCL, indemnify each of its directors and officers against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding arising by reason of the fact that such person is or was an agent of the corporation. A “director” or an “officer” of the corporation is defined as: (i) any person who is or was a director or officer of the corporation; (ii) who is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise; or (iii) who was a director or officer of the corporation which was a predecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation. The expenses incurred in defending any civil or criminal action or proceeding for which indemnification is mandated pursuant to the bylaws shall be paid by the corporation in advance of the final disposition of such action or proceeding upon receipt of an undertaking by or on behalf of the indemnified party to repay such amount if it shall ultimately be determined that the indemnified party is not entitled to be indemnified as authorized by the bylaws.
The bylaws of Fastcupid, Inc. provide that Fastcupid, Inc. has power to indemnify any person who is or was a director, officer, employee, or other agent of the corporation or of its predecessor, or is or was serving as such of another corporation, partnership, joint venture, trust or other enterprise, at the request of the corporation against expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any threatened, pending, or completed action or proceeding, whether civil, criminal or administrative, as provided in Section 317 of the CAGL.
The bylaws of FriendFinder California Inc. provide that the corporation shall, to the maximum extent and in the manner specified in the CAGCL, indemnify each of its directors against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding arising by reason of the fact that such person is or was a director of the corporation. The corporation shall have the power to advance expenses incurred in defending any proceeding prior to the disposition of the proceeding upon receipt of an undertaking by or on behalf of the director to repay the amount if it shall be ultimately determined that the person is not entitled to indemnification under the CAGL. The corporation shall also, to the extent and in the manner specified in the CAGL, have the power to indemnify each of its agents (other than directors for whom indemnification is mandatory as described above) against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding arising by reason of the fact that such person is or was an agent of the corporation. The corporation shall have the power to advance expenses incurred in defending any proceeding prior to the disposition of the proceeding upon receipt of an undertaking by or on behalf of the agent to repay that amount if it shall be determined that the person is not entitled to indemnification under the CAGL. The indemnification provided in the bylaws of the corporation are not deemed to be exclusive of any additional rights to which an agent may be entitled under any law, agreement, vote of shareholders, or disinterested directors.
The bylaws of FRNK Technology Group provide that FRNK Technology Group shall indemnify the directors and officers of the corporation to the fullest extent not prohibited by the CAGL.
Global Alphabet, Inc.
The bylaws of Global Alphabet, Inc. provide that Global Alphabet, Inc. has power to indemnify any person who is or was a director, officer, employee, or other agent of the corporation or of its predecessor, or is or was serving as such of another corporation, partnership, joint venture, trust or other enterprise, at the request of the corporation against expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any threatened, pending, or completed action or proceeding, whether civil, criminal or administrative, as provided in Section 317 of the CAGL.
Medley.com Incorporated
The bylaws of Medley.com Incorporated provide that Medley.com Incorporated has power to indemnify any person who is or was a director, officer, employee, or other agent of the corporation or of its predecessor, or is or was serving as such of another corporation, partnership, joint venture, trust or other enterprise, at the request of the corporation against expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any threatened, pending, or completed action or proceeding, whether civil, criminal or administrative, as provided in Section 317 of the CAGL.
NAFT News Corporation
The bylaws of NAFT News Corporation provide that NAFT News Corporation has power to indemnify any person who is or was a director, officer, employee, or other agent of the corporation or of its predecessor, or is or was serving as such of another corporation, partnership, joint venture, trust or other enterprise, at the request of the corporation against expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any threatened, pending, or completed action or proceeding, whether civil, criminal or administrative, as provided in Section 317 of the CAGL.
Playtime Gaming Inc.
The bylaws of Playtime Gaming Inc. provide that Playtime Gaming Inc. has power to indemnify any person who is or was a director, officer, employee, or other agent of the corporation or of its predecessor, or is or was serving as such of another corporation, partnership, joint venture, trust or other enterprise, at the request of the corporation against expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any threatened, pending, or completed action or proceeding, whether civil, criminal or administrative, as provided in Section 317 of the CAGL.
PPM Technology Group, Inc.
The bylaws of PPM Technology Group, Inc. provide that PPM Technology Group, Inc. has power to indemnify any person who is or was a director, officer, employee, or other agent of the corporation or of its predecessor, or is or was serving as such of another corporation, partnership, joint venture, trust or other enterprise, at the request of the corporation against expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any threatened, pending, or completed action or proceeding, whether civil, criminal or administrative, as provided in Section 317 of the CAGL.
Sharkfish, Inc.
The bylaws of Sharkfish, Inc. provide that Sharkfish, Inc. has power to indemnify any person who is or was a director, officer, employee, or other agent of the corporation or of its predecessor, or is or was serving as such of another corporation, partnership, joint venture, trust or other enterprise, at the request of the corporation against expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any threatened, pending, or completed action or proceeding, whether civil, criminal or administrative, as provided in Section 317 of the CAGL.
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Streamray Studios Inc.
The bylaws of Streamray Studios Inc. provide that Streamray Studios Inc. has power to indemnify any person who is or was a director, officer, employee, or other agent of the corporation or of its predecessor, or is or was serving as such of another corporation, partnership, joint venture, trust or other enterprise, at the request of the corporation against expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any threatened, pending, or completed action or proceeding, whether civil, criminal or administrative, as provided in Section 317 of the CAGL.
Tan Door Media Inc.
The bylaws of Tan Door Media Inc. provide that Tan Door Media Inc. has power to indemnify any person who is or was a director, officer, employee, or other agent of the corporation or of its predecessor, or is or was serving as such of another corporation, partnership, joint venture, trust or other enterprise, at the request of the corporation against expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any threatened, pending, or completed action or proceeding, whether civil, criminal or administrative, as provided in Section 317 of the CAGL.
Traffic Cat, Inc.
The bylaws of Traffic Cat, Inc. provide that Traffic Cat, Inc. has power to indemnify any person who is or was a director, officer, employee, or other agent of the corporation or of its predecessor, or is or was serving as such of another corporation, partnership, joint venture, trust or other enterprise, at the request of the corporation against expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any threatened, pending, or completed action or proceeding, whether civil, criminal or administrative, as provided in Section 317 of the CAGL.
Transbloom, Inc.
The bylaws of Transbloom, Inc. provide that Transbloom, Inc. has power to indemnify any person who is or was a director, officer, employee, or other agent of the corporation or of its predecessor, or is or was serving as such of another corporation, partnership, joint venture, trust or other enterprise, at the request of the corporation against expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any threatened, pending, or completed action or proceeding, whether civil, criminal or administrative, as provided in Section 317 of the CAGL.
Various, Inc.
The bylaws of Various, Inc. provide that Various, Inc. has power to indemnify any person who is or was a director, officer, employee, or other agent of the corporation or of its predecessor, or is or was serving as such of another corporation, partnership, joint venture, trust or other enterprise, at the request of the corporation against expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any threatened, pending, or completed action or proceeding, whether civil, criminal or administrative, as provided in Section 317 of the CAGL.
Video Bliss, Inc.
The bylaws of Video Bliss, Inc. provide that Video Bliss, Inc. may indemnify any director, officer, agent or employee as to those liabilities and on those terms and conditions as are specified in Section 317 of the CAGL.
West Coast Facilities Inc.
The bylaws of West Coast Facilities Inc. provide that the corporation shall have the power to indemnify any person who was or is a party, or is threatened to be made a party, to any proceeding (other than an action by or in the right of the corporation to procure a judgment in its favor) by reason of the fact that such person is or was an agent of the corporation, against expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with such proceedings, if the agent acted in good faith and in a manner the agent reasonably believed to be in the best interests of the corporation. If there are criminal charges, the agent must have
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had no reasonable cause to believe that his or her conduct was unlawful. The termination of any proceeding by judgment, order, settlement, conviction, or plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the agent did not act in good faith and in a manner that the agent reasonably believed to be in the best interests of the corporation, or that the agent had reasonable cause to believe that his or her conduct was unlawful.
The bylaws further provide that the corporation shall have the power to indemnify any person who was, is, or threatened to be made a party by reason of the fact that that person is or was an agent of the corporation, to any threatened, pending or completed legal action by or under the rights of the corporation to procure a judgment in its favor, against expenses actually and reasonably incurred by the agent in connection with the defense or settlement of that action, if the agent acted in good faith, in a manner the agent believed to be in the best interests of the corporation and its shareholders, and with such care, including reasonably inquiry, as an ordinarily prudent person would use under similar circumstances. However, the corporation shall not indemnify:
| 1. | | any amount paid with respect to a claim, issue or matter for which the agent has been adjudged liable to the corporation and its shareholders in the performance of his or her duty, except for any expenses (exclusive of judgment or settlement amount) specifically authorized by the court in which the proceeding is or was pending in accordance with statutory requirements; |
| 2. | | any amount paid by the agent in settling or otherwise disposing of a threatened or pending lawsuit by the corporation, with or without court approval; and |
| 3. | | any expenses incurred in defending a threatened or pending action that is settled or otherwise disposed of without court approval. |
The bylaws further provide that if an agent is successful on the merits, the corporation shall indemnify the agent for expenses actually and reasonably incurred. Unless indemnification is mandatory because of the agent’s successful defense on the merits, the bylaws set forth the manner in which to determine whether indemnification is proper, that is because the agent has met the applicable standard of conduct, and indemnification is authorized by one of the following: (i) majority vote of the board with a quorum of consisting of directors who are not parties to the proceeding; (ii) independent legal counsel in a written opinion if a quorum of directors who are not parties to the proceeding is not available; (iii) the affirmative vote of a majority of the outstanding shares entitled to vote and present or represented at a duly held meeting at which a quorum is present or by the written consent of a majority of the outstanding shares entitled to vote (without counting shares owned by the person seeking indemnification as either outstanding or entitled to vote); or (iv) the court in which the proceeding is or was pending, upon application by the corporation, the agent, the agent’s attorney, or other person rendering services in connection with the defenses, regardless of whether the corporation opposes the application.
The corporation shall also have the power to advance expenses incurred in defending any proceeding prior to the disposition of the proceeding upon receipt of an undertaking by or on behalf of the director to repay the amount if it shall be ultimately determined that the person is not entitled to indemnification under the CAGCL.
Registrants incorporated as a corporation in New York
Section 722 of the New York Business Corporation Law (“NYBCL”) provides that a New York corporation may indemnify any person made, or threatened to be made, a party to an action or proceeding (other than one by or in the right of the corporation to procure a judgment in its favor), whether civil or criminal, including an action by or in the right of any other corporation of any type or kind, domestic or foreign, or any partnership, joint venture, trust, employee benefit plan or other enterprise, which any director or officer of the corporation served in any capacity at the request of the corporation, by reason of the fact that he, his testator or intestate, was a director or officer of the corporation, or served such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise in any capacity, against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys’ fees actually and necessarily incurred as a result of such action or proceeding, or any appeal therein, if such director or officer acted, in good faith, for a purpose which he reasonably believed to be in, or, in the case of service for any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise, not opposed to, the best interests of the corporation and, in criminal actions or proceedings, in addition, had no reasonable cause to believe that his conduct was unlawful.
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Section 722 further provides that a New York corporation may indemnify any person made, or threatened to be made, a party to an action by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he, his testator or intestate, is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of any other corporation of any type or kind, domestic or foreign, of any partnership, joint venture, trust, employee benefit plan or other enterprise, against amounts paid in settlement and reasonable expenses, including attorneys’ fees, actually and necessarily incurred by him in connection with the defense or settlement of such action, or in connection with an appeal therein, if such director or officer acted, in good faith, for a purpose which he reasonably believed to be in, or, in the case of service for any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise, not opposed to, the best interests of the corporation, except that no indemnification under this paragraph shall be made in respect of (1) a threatened action, or a pending action which is settled or otherwise disposed of, or (2) any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation, unless and only to the extent that the court in which the action was brought, or, if no action was brought, any court of competent jurisdiction, determines upon application that, in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such portion of the settlement amount and expenses as the court deems proper.
General Media Communications, Inc.
The bylaws of General Media Communications, Inc. provide that the corporation shall, to the fullest extent permitted by the NYBCL, indemnify those of its officers, directors, employees, agents and others as shall be entitled to indemnification for their service to or at the direction of the corporation as shall be permitted by, and pursuant to the procedures set forth in, the NYBCL.
General Media Entertainment, Inc.
The bylaws of General Media Entertainment, Inc. provide that the corporation shall, to the fullest extent permitted by the NYBCL, indemnify those of its officers, directors, employees, agents and others as shall be entitled to indemnification for their service to or at the direction of the corporation as shall be permitted by, and pursuant to the procedures set forth in the NYBCL.
GMCI Internet Operations, Inc.
The bylaws of GMCI Internet Operations, Inc. provide that the corporation shall advance the expenses of each person to the full extent permitted by the NYBCL.
Penthouse Digital Media Productions Inc.
The bylaws of Penthouse Digital Media Productions Inc. provide that the corporation shall indemnify any person made, or threatened to be made, a party to an action or proceeding, civil or criminal (including an action by or in the right of the corporation or by or in the right of any other corporation of any type or kind, domestic or foreign, or of any partnership, joint venture, trust, employee benefit plan or other enterprise which any director or officer of the corporation served in any capacity at the request of the corporation) by reason of the fact that he, his testator or intestate is or was a director or officer of the corporation (or served the corporation or such other enterprise in any capacity) against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys’ fees actually and necessarily incurred as a result of such action or proceeding and expenses incurred by such person in defending or settling such action or proceeding. The corporation may indemnify, and make advancements to, any person made, or threatened to be made, a party to any such action or proceeding by reason of the fact that he, his testator or intestate, is or was an agent or employee (other than a director or officer of the corporation or served another enterprise at the request of the corporation in any capacity), on such terms, to such extent, and subject to such conditions, as the Board of Directors shall determine.
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Penthouse Images Acquisitions, Ltd.
The bylaws of Penthouse Images Acquisitions, Ltd provide that the corporation shall, to the fullest extent permitted by the NYBCL, indemnify those of its officers, directors, employees, agents and others as shall be entitled to indemnification for their service to or at the direction of the corporation as shall be permitted by, and pursuant to the procedures set forth in, the NYBCL.
Pure Entertainment Telecommunications, Inc.
The bylaws of Pure Entertainment Telecommunications, Inc. provide that the corporation shall, to the fullest extent permitted by the NYBCL, indemnify those of its officers, directors, employees, agents and others as shall be entitled to indemnification for their service to or at the direction of the corporation as shall be permitted by, and pursuant to the procedures set forth in, the NYBCL.
Registrants organized as a limited liability company in Texas
Section 101.402 of the Texas Business Organizations Code permits a Texas limited liability company to:
| 2. | | pay in advance or reimburse expenses incurred by a person; and |
| 3. | | purchase or procure or establish and maintain insurance or another arrangement to indemnify or hold harmless a person. |
Snapshot Productions, LLC
The operating agreement of Snapshot Productions, LLC provides that the company shall indemnify, hold harmless, protect and defend each of the members and managers and may indemnify, hold harmless, protect and defend each of the officers, employees and agents, if any, of the company (each, an “Indemnitee”), against any losses, claims, damages or liabilities, including, without limitation, legal or other expenses incurred in investigating or defending against any such loss, claim, damages or liability and any amounts expended in settlement of any claim, to which any Indemnitee may become subject by reason of any act or omission (even if negligent or grossly negligent) performed or omitted to be performed on behalf of the company or by reason of the fact that such Indemnitee was a member or manager, officer, employee, or agent of the company or is or was serving at the request of the company as a director, trustee, manager, officer, employee or agent of another corporation, partnership, joint venture, limited liability company, trust or other enterprise, provided however, that no indemnification may be made to or on behalf of any Indemnitee if a judgment or other final adjudication adverse to such Indemnitee establishes (a) that his or her acts were committed in bad faith or involved intentional misconduct or knowing violation of law or (b) that he or she personally gained through such an act or omission a financial profit or other advantage to which he or she was legally entitled. The provisions of this section of Snapshot Productions, LLC’s operating agreement shall continue to afford protection to each Indemnitee regardless of whether such Indemnitee remains a member or manager, officer, employee or agent, if applicable, of the company. Any indemnity should be paid out of the company’s assets only.
Item 21. Exhibits and Financial Statement Schedules.
| (a) | | Exhibits Required by Item 601 of Regulation S-K. |
Exhibit
Number
| | | | | | Description
|
|---|
| 2.1 | | | | | | Agreement and Plan of Merger, dated as of September 7, 2011, by and among FriendFinder Networks Inc., JGC Holdings Limited, BDM Global Ventures Limited, Global Investment Ventures LLC and Anthony R. Bobulinski.(2) |
| 3.4 | | | | | | Amended and Restated Articles of Incorporation of FriendFinder Networks Inc., which became effective on January 25, 2010(1) |
| 3.5 | | | | | | Amended and Restated Bylaws of FriendFinder Networks Inc.(1) |
| 4.1 | | | | | | Specimen of Common Stock Certificate(1) |
II-11
Exhibit
Number
| | | | | | Description
|
|---|
| 4.20 | | | | | | Intercreditor and Subordination Agreement, dated as of October 27, 2010, by and among INI and the Company as Co-Issuers, the Guarantors party thereto, and U.S. Bank, N.A. as Trustee.(1) |
| 4.21 | | | | | | Second Lien Intercreditor Agreement, dated as of October 27, 2010, by and among INI and the Company as Co-Issuers, the Guarantors party thereto, and U.S. Bank, N.A. as Trustee.(1) |
| 4.35 | | | | | | Form of 14% Senior Secured Note, Series A, Due 2013 (filed with Exhibit 4.66) |
| 4.36 | | | | | | Form of 14% Senior Secured Note, Series B, Due 2013 (filed with Exhibit 4.66) |
| 4.37 | | | | | | Form of Cash Pay Secured Note, Series A, Due 2013 (filed with Exhibit 4.68) |
| 4.38 | | | | | | Form of Cash Pay Secured Note, Series B, Due 2013 (filed with Exhibit 4.68) |
| 4.66 | | | | | | Indenture, dated as of October 27, 2010, by and among INI and the Company as Co-Issuers, the Guarantors party thereto, and U.S. Bank, N.A. as Trustee relating to the 14% Senior Secured Notes due 2013(1) |
| 4.67 | | | | | | Indenture, dated as of October 27, 2010, by and among INI and the Company as Co-Issuers, the Guarantors party thereto, and U.S. Bank, N.A. as Trustee relating to the 11.5% Convertible Non-Cash Pay Secured Notes due 2014(1) |
| 4.68 | | | | | | Indenture, dated as of October 27, 2010, by and among INI and the Company as Co-Issuers, the Guarantors party thereto, and U.S. Bank, N.A. as Trustee relating to the 14% Cash Pay Secured Notes due 2013(1) |
| 4.69 | | | | | | Security and Pledge Agreement(1) |
| 4.70 | | | | | | Second Lien Cash Pay Security and Pledge Agreement(1) |
| 4.71 | | | | | | Form of Non-Cash Pay Secured Note, Series A, Due 2014 (filed with Exhibit 4.67) |
| 4.72 | | | | | | Form of Non-Cash Pay Secured Note, Series B, Due 2014 (filed with Exhibit 4.67) |
| 5.1 | | | | | | Opinion of Akerman Senterfitt* |
| 5.2 | | | | | | Opinion of Brownstein Hyatt Farber Schreck, LLP as to matters of Nevada law* |
| 5.3 | | | | | | Opinion of Brownstein Hyatt Farber Schreck, LLP as to matters of California law* |
| 9.1 | | | | | | Voting Agreement dated July 6, 2005, by and among Barry Florescue, Marc H. Bell and Daniel C. Staton(1) |
| 10.1 | | | | | | Form of Indemnification Agreement between FriendFinder Networks Inc. and its Directors and Officers(1) |
| 10.2 | | | | | | Amended and Restated Management Agreement, dated as of November 1, 2010, by and between the Company and Bell & Staton, Inc.(1) |
| 10.3 | | | | | | Form of Employment Agreement, dated March , 2011, by and between FriendFinder Networks Inc. and Daniel C. Staton to be effective upon closing of this offering(1) |
| 10.4 | | | | | | Form of Employment Agreement, dated March , 2011, by and between FriendFinder Networks Inc. and Marc H. Bell to be effective upon closing of this offering(1) |
| 10.5 | | | | | | Securities Purchase Agreement dated July 6, 2005, by and among Penthouse Media Group Inc., PET Capital Partners II LLC and Absolute Return Europe Fund(1) |
| 10.6 | | | | | | Note Exchange Agreement dated August 17, 2005, by and among Penthouse Media Group Inc., PET Capital Partners LLC and Absolute Return Europe Fund(1) |
| 10.7 | | | | | | Securities Purchase Agreement dated August 10, 2006, by and between Penthouse Media Group Inc. and PET Capital Partners II LLC(1) |
| 10.8 | | | | | | Securities Purchase Agreement dated July 23, 2007, by and among Penthouse Media Group Inc. and the Investors named therein(1) |
| 10.9 | | | | | | Escrow Agreement dated July 23, 2007, by and among Penthouse Media Group Inc., the Investors named therein and Moses & Singer LLP as the Escrow Agent(1) |
| 10.10 | | | | | | Letter to Absolute Return Europe Fund re: Penthouse Media Group Inc. Series B Offering(1) |
| 10.11 | | | | | | Letter to Florescue Family Corporation re: Penthouse Media Group Inc. Series B Offering(1) |
| 10.12 | | | | | | Letter to Mr. Russell H. Frye re: Penthouse Media Group Inc. Series B Offering(1) |
| 10.13 | | | | | | Assignment Agreement dated December 6, 2007, concerning Stock Purchase Agreement dated September 21, 2007(1) |
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Exhibit
Number
| | | | | | Description
|
|---|
| 10.14 | | | | | | Independent Contractor Agreement dated September 21, 2007, by and between Hinok Media Inc. and Various, Inc.(1) |
| 10.15 | | | | | | Amendment to Independent Contractor Agreement dated May 12, 2008, by and between Hinok Media Inc. and Various, Inc.(1) |
| 10.16 | | | | | | Amendment No. 2 to Independent Contractor Agreement, Assignment and Limited Waiver dated October 8, 2009, by and between Hinok Media Inc., YouMu, Inc. and Various, Inc.(1) |
| 10.17 | | | | | | Amendment to Letter Agreement, dated October 8, 2009 by and among the Company, Andrew B. Conru Trust Agreement, Mapstead Trust and Messrs. Conru, Mapstead, Bell and Staton(1) |
| 10.18 | | | | | | Letter Agreement relating to confirmation of certain consent and exchange fees, by and between the Company and Andrew B. Conru Trust Agreement dated October 27, 2010(1) |
| 10.19 | | | | | | Letter Agreement relating to confirmation of certain consent and exchange fees, by and between the Company and Mapstead Trust dated October 27, 2010(1) |
| 10.20 | | | | | | Subscription Agreement for Non-Cash Pay Secured Notes due 2014, dated as of October 27, 2010(1) |
| 10.21 | | | | | | Employee Proprietary Information Agreement dated September 21, 2007, by and between Andrew B. Conru and Various, Inc.(1) |
| 10.22 | | | | | | Independent Contractor Agreement dated September 21, 2007, by and between Legendary Technology Inc. and Various, Inc.(1) |
| 10.23 | | | | | | Amendment No. 1 to Independent Contractor Agreement dated October 8, 2009, by and between Legendary Technology Inc. and Various, Inc.(1) |
| 10.24 | | | | | | Employee Proprietary Information Agreement dated September 21, 2007, by and between Lars Mapstead and Various, Inc.(1) |
| 10.25 | | | | | | Employment Agreement dated September 6, 2007, by and between Penthouse Media Group Inc. and Ezra Shashoua(1) |
| 10.26 | | | | | | Consulting Agreement dated September 11, 2007, by and between Penthouse Media Group Inc. and Ezra Shashoua(1) |
| 10.27 | | | | | | Amended and Restated Employment Agreement, dated July 8, 2008, by and between Penthouse Media Group Inc. and Ezra Shashoua(1) |
| 10.28 | | | | | | Second Amended and Restated Employment Offer, dated as of April 1, 2010, by and between the Company and Ezra Shashoua(1) |
| 10.29 | | | | | | Form of Employment Agreement, effective as of March , 2011, by and between the Company and Anthony Previte(1) |
| 10.30 | | | | | | Employment Agreement, effective as of January 1, 2011, by and between the Company and Robert Brackett(1) |
| 10.31 | | | | | | Bonus Award Agreement dated November 13, 2007 by and between Various, Inc. and Robert Brackett(1) |
| 10.32 | | | | | | Amendment to Bonus Award Agreement dated December 5, 2007, by and between Various, Inc. and Robert Brackett(1) |
| 10.33 | | | | | | Employee Proprietary Information Agreement dated November 9, 2007, by and between Various, Inc. and Robert Brackett(1) |
| 10.34 | | | | | | Consulting Agreement dated December 11, 2006, by and between Penthouse Media Group Inc. and Starsmith LLC(1) |
| 10.35 | | | | | | Fourth Amendment to Lease, dated November 1, 2010, by and between 6800 Broken Sound LLC and FriendFinder Networks Inc.(1) |
| 10.36 | | | | | | Lease dated May 6, 2008 by and between 20 Broad Company LLC and Penthouse Media Group Inc.(1) |
| 10.37 | | | | | | Lease dated April 24, 2009 by and between NBP Partners I, LLC and Streamray Studios, Inc.(1) |
| 10.38 | | | | | | Lease dated April 21, 2005 by and between KNK Properties, LLC and Streamray Inc.(1) |
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Exhibit
Number
| | | | | | Description
|
|---|
| 10.39 | | | | | | Modification of Lease, dated September 1, 2005, by and between KNK Properties, LLC and Streamray Inc.(1) |
| 10.40 | | | | | | Modification of Lease, dated April 1, 2007, by and between KNK Properties, LLC and Streamray Inc.(1) |
| 10.41 | | | | | | Modification of Lease, dated May 1, 2009, by and between KNK Properties, LLC and Streamray Inc.(1) |
| 10.42 | | | | | | Modification of Lease, dated October 14, 2009, by and between KNK Properties, LLC and Streamray, Inc.(1) |
| 10.43 | | | | | | Lease dated May 9, 2008, between Batton Associates, LLC, Lessor and Various, Inc., Lessee(1) |
| 10.44 | | | | | | Commercial Lease Agreement dated December 14, 2009 by and between Escondido Partners II, LLC and Steamray Inc.(1) |
| 10.45 | | | | | | Amended and Restated FriendFinder Networks Inc. 2008 Stock Option Plan(1) |
| 10.46 | | | | | | Form of FriendFinder Networks Inc. Stock Option Agreement for Employees(1) |
| 10.47 | | | | | | Form of FriendFinder Networks Inc. Stock Option Agreement Non-ISO(1) |
| 10.48 | | | | | | Form of FriendFinder Networks Inc. Stock Option Agreement for Directors(1) |
| 10.49 | | | | | | Form of FriendFinder Networks Inc. Stock Option Agreement for Consultants(1) |
| 10.50 | | | | | | Form of FriendFinder Networks Inc. Stock Option Agreement for Board Consultants(1) |
| 10.51 | | | | | | FriendFinder Networks Inc. 2009 Restricted Stock Plan(1) |
| 10.52 | | | | | | Form of FriendFinder Networks Inc. 2009 Restricted Stock Plan Restricted Stock Grant Agreement(1) |
| 10.53 | | | | | | Agreement, dated as of December 17, 2009, by and between Daniel C. Staton and FriendFinder Networks Inc.(1) |
| 10.54 | | | | | | Agreement, dated as of December 17, 2009, by and between Marc H. Bell and FriendFinder Networks Inc.(1) |
| 10.55 | | | | | | Agreement, dated as of December 17, 2009, by and between Andrew B. Conru Trust Agreement and FriendFinder Networks Inc.(1) |
| 10.56 | | | | | | Agreement, dated as of December 17, 2009, by and between Mapstead Trust, created on April 16, 2002 and FriendFinder Networks Inc.(1) |
| 10.57 | | | | | | Equity Put Agreement, dated as of September 7, 2011, by and among FriendFinder Networks Inc., the Shareholders and Anthony R. Bobulinski, in his capacity as the Shareholders’ representative.(2) |
| 10.58 | | | | | | Registration Rights Agreement, dated as of September 7, 2011, by and among FriendFinder Networks Inc., Global Investment Ventures LLC and Anthony R. Bobulinski(2) |
| 12.1 | | | | | | Statement re Computation of Ratios* |
| 21.1 | | | | | | List of Subsidiaries* |
| 23.1 | | | | | | Consent of EisnerAmper LLP* |
| 23.2 | | | | | | Consent of Akerman Senterfitt (included in Exhibit 5.1)* |
| 23.3 | | | | | | Consent of Brownstein Hyatt Farber Schreck, LLP (included in Exhibit 5.2)* |
| 23.4 | | | | | | Consent of Brownstein Hyatt Farber Schreck, LLP (included in Exhibit 5.3)* |
| 24.1 | | | | | | Powers of Attorney (included on signature pages)* * |
| 25.1 | | | | | | Statement of Eligibility of Trustee* * |
| 25.2 | | | | | | Statement of Eligibility of Trustee* * |
| 25.3 | | | | | | Statement of Eligibility of Trustee* * |
| 99.1 | | | | | | Form of Letter of Transmittal for the 14% Senior Secured Notes due 2013* |
| 99.2 | | | | | | Form of Notice of Guaranteed Delivery for the 14% Senior Secured Notes due 2013* |
| 99.3 | | | | | | Form of Letter to Brokers for the 14% Senior Secured Notes due 2013* |
| 99.4 | | | | | | Form of Letter to Clients for the 14% Senior Secured Notes due 2013* |
| 99.5 | | | | | | Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 for the 14% Senior Secured Notes due 2013* |
II-14
Exhibit
Number
| | | | | | Description
|
|---|
| 99.6 | | | | | | Form of Letter of Transmittal for the 11.5% Convertible Non-Cash Pay Secured Notes due 2014* |
| 99.7 | | | | | | Form of Notice of Guaranteed Delivery for the 11.5% Convertible Non-Cash Pay Secured Notes due 2014* |
| 99.8 | | | | | | Form of Letter to Brokers for the 11.5% Convertible Non-Cash Pay Secured Notes due 2014* |
| 99.9 | | | | | | Form of Letter to Clients for the 11.5% Convertible Non-Cash Pay Secured Notes due 2014* |
| 99.10 | | | | | | Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 for the 11.5% Convertible Non-Cash Pay Secured Notes due 2014* |
| 99.11 | | | | | | Form of Letter of Transmittal for the 14% Cash Pay Secured Notes due 2013* |
| 99.12 | | | | | | Form of Notice of Guaranteed Delivery for the 14% Cash Pay Secured Notes due 2013* |
| 99.13 | | | | | | Form of Letter to Brokers for the 14% Cash Pay Secured Notes due 2013* |
| 99.14 | | | | | | Form of Letter to Clients for the 14% Cash Pay Secured Notes due 2013* |
| 99.15 | | | | | | Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 for the 14% Cash Pay Secured Notes due 2013* |
| ** | | Filed with registration statement on Form S-4 (File No. 333-175928), on August 1, 2011. |
| (1) | | Incorporated by reference to the exhibit with the corresponding number filed with the Form S-1 (File No. 333-156414) or any of the amendments filed thereto. |
| (2) | | Incorporated by reference to Exhibits 2.1, 10.1 and 10.2 filed with the Form 8-K on September 12, 2011. |
| (b) | | Financial Statement Schedules required by Regulation S-X and Item 14(e), Item 17(a) or Item 17(b)(9). |
Description of Financial Statement Schedules
| | | | Page Number
|
|---|
| Schedule II — Valuation and Qualifying Accounts | | | | | II-1 6 | |
Other financial statement schedules have been omitted because the required information is either not applicable, not deemed material or is shown in the respective financial statements or in the notes thereto.
II-15
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Stockholders
FriendFinder Networks Inc.
We have audited the consolidated financial statements of FriendFinder Networks Inc. and subsidiaries (the “Company”) as of December 31, 2010 and 2009, and for each of the three years in the period ended December 31, 2010 and have issued our report thereon dated March 15, 2011 , except for Notes Q(l) and T and the last paragraph of Note Q(a) as to which the dates are April 13, 2011, May 19, 2011, and July 6, 2011, respectively, included elsewhere in this Registration Statement. Our audits also included the financial statement schedule listed in Item 21(b) of this Registration Statement. This schedule is the responsibility of the Company’s management. Our responsibility is to express an opinion on this schedule based on our audits.
In our opinion, the financial statement schedule referred to above, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects, the information set forth therein.
/s/ EisnerAmper LLP
New York, New York
March 15, 2011
FRIENDFINDER NETWORKS INC.
YEARS ENDED DECEMBER 31, 2010, 2009, AND 2008
VALUATION AND QUALIFYING ACCOUNTS
(IN THOUSANDS)
| | | | Balance at
Beginning of
Period
| | Additions
Charged to
Costs and
Expenses
| | Deductions
Charged to
Other
Accounts
| | Deductions
| | Balance at
End of
Period
|
|---|
Description
|
Year Ended December 31, 2008:
| | | | | | | | | | | | | | | | | | | | | | |
| Allowance for doubtful accounts | | | | $ | 1,368 | | | $ | 1505 | | | $ | — | | | $ | 363 | (a) | | $ | 2,510 | |
| Deferred tax asset valuation allowance | | | | | 4,782 | | | | 4,842 | | | | — | | | | — | | | | 9,624 | |
Year Ended December 31, 2009:
| | | | | | | | | | | | | | | | | | | | | | |
| Allowance for doubtful accounts | | | | | 2,510 | | | | 249 | | | | — | | | | 607 | (a) | | | 2,152 | |
| Deferred tax asset valuation allowance | | | | | 9,624 | | | | 4,881 | | | | 2,557 | (b) | | | — | | | | 11,948 | |
Year Ended December 31, 2010:
| | | | | | | | | | | | | | | | | | | | | | |
| Allowance for doubtful accounts | | | | | 2,152 | | | | 839 | | | | — | | | | 755 | (a) | | | 2,236 | |
| Deferred tax asset valuation allowance | | | | | 11,948 | | | | 16,679 | | | | — | | | | — | | | | 28,627 | |
Notes:
| (a) | | Accounts receivable amounts considered uncollectible and removed from accounts receivable by reducing the allowance for doubtful accounts |
| (b) | | Reduction of the valuation allowance and corresponding increase in deferred tax liability due to elimination of United Kingdom VAT liability. |
II-16
Item 22. Undertakings.
Each undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
| (i) | | To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; |
(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, if the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:
Each undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
II-17
(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
Each undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
The undersigned registrant hereby undertakes to deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest annual report to security holders that is incorporated by reference in the prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim financial information required to be presented by Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or cause to be delivered to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus to provide such interim financial information.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
Each undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.
Each undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.
II-18
SIGNATURES
Pursuant to the requirements of the Securities Act, the undersigned registrant has duly caused this Amendment No. 1 to the R egistration S tatement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boca Raton, State of Florida, on September 16 , 2011.
FRIENDFINDER NETWORKS INC.
| By: | | /s/ Marc H. Bell
Name: Marc H. Bell
Title: Chief Executive Officer, President & Director |
Pursuant to the requirements of the Securities Act, this Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the date indicated.
Signature
| | | | Title
| | Date
|
|---|
/s/ Marc H. Bell
Marc H. Bell | | | | Chief Executive Officer, President & Director
(Principal Executive Officer) | | September 16, 2011 |
/s/ Ezra Shashoua
Ezra Shashoua | | | | Chief Financial Officer
(Principal Financial & Accounting Officer) | | September 16, 2011 |
* /s/ Daniel C. Staton
Daniel C. Staton | | | | Chairman of the Board | | September 16, 2011 |
* /s/ Barry W. Florescue
Barry W. Florescue | | | | Director | | September 16, 2011 |
* /s/ Robert B. Bell
Robert B. Bell | | | | Director | | September 16, 2011 |
* /s/ James LaChance
James LaChance | | | | Director | | September 16, 2011 |
* /s/ Jason Smith
Jason Smith | | | | Director | | September 16, 2011 |
* /s/ Toby E. Lazarus
Toby E. Lazarus | | | | Director | | September 16, 2011 |
*/s/ Ezra Shashoua
Attorney-in-fact | | | | | | | | | | |
II-19
Pursuant to the requirements of the Securities Act, the undersigned registrant has duly caused this Amendment No. 1 to the R egistration S tatement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boca Raton, State of Florida, on September 16, 2011.
INTERACTIVE NETWORK, INC.
| By: | | /s/ Marc H. Bell
Name: Marc H. Bell
Title: Chief Executive Officer, President & Director |
Pursuant to the requirements of the Securities Act, this Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the date indicated.
Signature
| | | | Title
| | Date
|
|---|
/s/ Marc H. Bell
Marc H. Bell | | | | Chief Executive Officer, President & Director
(Principal Executive Officer) | | September 16, 2011 |
/s/ Ezra Shashoua
Ezra Shashoua | | | | Chief Financial Officer
(Principal Financial & Accounting Officer) | | September 16, 2011 |
* /s/ Daniel C. Staton
Daniel C. Staton | | | | Director | | September 16, 2011 |
*/s/ Ezra Shashoua
Attorney-in-fact | | | | | | | | | | |
II-20
Pursuant to the requirements of the Securities Act, the undersigned registrant has duly caused this Amendment No. 1 to the R egistration S tatement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boca Raton, State of Florida, on September 16, 2011.
ARGUS PAYMENTS INC.
| By: | | /s/ Marc H. Bell
Name: Marc H. Bell
Title: Chief Executive Officer, President & Director |
Pursuant to the requirements of the Securities Act, this Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the date indicated.
Signature
| | | | Title
| | Date
|
|---|
/s/ Marc H. Bell
Marc H. Bell | | | | Chief Executive Officer, President & Director
(Principal Executive Officer) | | September 16, 2011 |
/s/ Ezra Shashoua
Ezra Shashoua | | | | Chief Financial Officer
(Principal Financial & Accounting Officer) | | September 16, 2011 |
* /s/ Daniel C. Staton
Daniel C. Staton | | | | Director | | September 16, 2011 |
*/s/ Ezra Shashoua
Attorney-in-fact | | | | | | | | | | |
II-21
Pursuant to the requirements of the Securities Act, the undersigned registrant has duly caused this Amendment No. 1 to the R egistration S tatement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boca Raton, State of Florida, on September 16, 2011.
BIG EGO GAMES INC.
| By: | | * /s/ Anthony Previte
Name: Anthony Previte
Title: Chief Executive Officer, President & Director |
Pursuant to the requirements of the Securities Act, this Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the date indicated.
Signature
| | | | Title
| | Date
|
|---|
* /s/ Anthony Previte
Anthony Previte | | | | Chief Executive Officer, President & Director
(Principal Executive Officer) | | September 16, 2011 |
/s/ Ezra Shashoua
Ezra Shashoua | | | | Treasurer
(Principal Financial & Accounting Officer) | | September 16, 2011 |
*/s/ Ezra Shashoua
Attorney-in-fact | | | | | | | | | | |
II-22
Pursuant to the requirements of the Securities Act, the undersigned registrant has duly caused this Amendment No. 1 to the R egistration S tatement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boca Raton, State of Florida, on September 16, 2011.
BIG ISLAND TECHNOLOGY GROUP, INC.
| By: | | /s/ Marc H. Bell
Name: Marc H. Bell
Title: Chief Executive Officer & Director |
Pursuant to the requirements of the Securities Act, this Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the date indicated.
Signature
| | | | Title
| | Date
|
|---|
/s/ Marc H. Bell
Marc H. Bell | | | | Chief Executive Officer & Director
(Principal Executive Officer) | | September 16, 2011 |
/s/ Ezra Shashoua
Ezra Shashoua | | | | Chief Financial Officer
(Principal Financial and Accounting Officer) | | September 16, 2011 |
* /s/ Daniel C. Staton
Daniel C. Staton | | | | Director | | September 16, 2011 |
*/s/ Ezra Shashoua
Attorney-in-fact | | | | | | | | | | |
II-23
Pursuant to the requirements of the Securities Act, the undersigned registrant has duly caused this Amendment No. 1 to the R egistration S tatement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boca Raton, State of Florida, on September 16, 2011.
BLUE HEN GROUP INC.
| By: | | /s/ Marc H. Bell
Name: Marc H. Bell
Title: Chief Executive Officer, President & Director |
Pursuant to the requirements of the Securities Act, this Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the date indicated.
Signature
| | | | Title
| | Date
|
|---|
/s/ Marc H. Bell
Marc H. Bell | | | | Chief Executive Officer, President and Director
(Principal Executive Officer) | | September 16, 2011 |
/s/ Ezra Shashoua
Ezra Shashoua | | | | Chief Financial Officer
(Principal Financial and Accounting Officer) | | September 16, 2011 |
* /s/ Daniel C. Staton
Daniel C. Staton | | | | Director | | September 16, 2011 |
*/s/ Ezra Shashoua
Attorney-in-fact | | | | | | | | | | |
II-24
Pursuant to the requirements of the Securities Act, the undersigned registrant has duly caused this Amendment No. 1 to the R egistration S tatement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boca Raton, State of Florida, on September 16, 2011.
CONFIRM ID, INC.
| By: | | * /s/ David Bloom
Name: David Bloom
Title: Chief Executive Officer & Director |
Pursuant to the requirements of the Securities Act, this Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the date indicated.
Signature
| | | | Title
| | Date
|
|---|
* /s/ David Bloom
David Bloom | | | | Chief Executive Officer & Director
(Principal Executive Officer) | | September 16, 2011 |
/s/ Ezra Shashoua
Ezra Shashoua | | | | Chief Financial Officer
(Principal Financial & Accounting Officer) | | September 16, 2011 |
*/s/ Ezra Shashoua
Attorney-in-fact | | | | | | | | | | |
II-25
Pursuant to the requirements of the Securities Act, the undersigned registrant has duly caused this Amendment No. 1 to the R egistration S tatement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boca Raton, State of Florida, on September 16, 2011.
DANNI ASHE, INC.
| By: | | * /s/ Paul Asher
Name: Paul Asher
Title: Chief Executive Officer, President & Director |
Pursuant to the requirements of the Securities Act, this Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the date indicated.
Signature
| | | | Title
| | Date
|
|---|
* /s/ Paul Asher
Paul Asher | | | | Chief Executive Officer, President & Director
(Principal Executive Officer) | | September 16, 2011 |
/s/ Ezra Shashoua
Ezra Shashoua | | | | Chief Financial Officer
(Principal Financial & Accounting Officer) | | September 16, 2011 |
*/s/ Ezra Shashoua
Attorney-in-fact | | | | | | | | | | |
II-26
Pursuant to the requirements of the Securities Act, the undersigned registrant has duly caused this Amendment No. 1 to the R egistration S tatement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boca Raton, State of Florida, on September 16, 2011.
FASTCUPID, INC.
| By: | | /s/ Marc H. Bell
Name: Marc H. Bell
Title: Chief Executive Officer & Director |
Pursuant to the requirements of the Securities Act, this Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the date indicated.
Signature
| | | | Title
| | Date
|
|---|
/s/ Marc H. Bell
Marc H. Bell | | | | Chief Executive Officer & Director
(Principal Executive Officer) | | September 16, 2011 |
/s/ Ezra Shashoua
Ezra Shashoua | | | | Chief Financial Officer
(Principal Financial & Accounting Officer) | | September 16, 2011 |
* /s/ Daniel C. Staton
Daniel C. Staton | | | | Director | | September 16, 2011 |
*/s/ Ezra Shashoua
Attorney-in-fact | | | | | | | | | | |
II-27
Pursuant to the requirements of the Securities Act, the undersigned registrant has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boca Raton, State of Florida, on September 16, 2011.
FLASH JIGO CORP.
| By: | | /s/ Anthony R. Bobulinski
Name: Anthony R. Bobulinski
Title: President & Sole Director |
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Ezra Shashoua and Paul Asher his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments to this Registration Statement and any related Rule 462(b) registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the SEC, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact or his substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the date indicated.
Signature
| | | | Title
| | Date
|
|---|
/s/ Anthony R. Bobulinski
Anthony R. Bobulinski | | | | President & Sole Director
(Principal Executive Officer) | | September 16, 2011 |
/s/ Matt Brennan
Matt Brennan | | | | Treasurer
(Principal Financial & Accounting Officer) | | September 16, 2011 |
II-28
Pursuant to the requirements of the Securities Act, the undersigned registrant has duly caused this Amendment No. 1 to the R egistration S tatement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boca Raton, State of Florida, on September 16, 2011.
FRIENDFINDER CALIFORNIA INC.
| By: | | /s/ Marc H. Bell
Name: Marc H. Bell
Title: Chief Executive Officer & Director |
Pursuant to the requirements of the Securities Act, this Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the date indicated.
Signature
| | | | Title
| | Date
|
|---|
/s/ Marc H. Bell
Marc H. Bell | | | | Chief Executive Officer & Director
(Principal Executive Officer) | | September 16, 2011 |
/s/ Ezra Shashoua
Ezra Shashoua | | | | Chief Financial Officer
(Principal Financial & Accounting Officer) | | September 16, 2011 |
* /s/ Daniel C. Staton
Daniel C. Staton | | | | Director | | September 16, 2011 |
*/s/ Ezra Shashoua
Attorney-in-fact | | | | | | | | | | |
II-29
Pursuant to the requirements of the Securities Act, the undersigned registrant has duly caused this Amendment No. 1 to the R egistration S tatement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boca Raton, State of Florida, on September 16, 2011.
FRIENDFINDER VENTURES INC.
| By: | | /s/ Marc H. Bell
Name: Marc H. Bell
Title: President & Director |
Pursuant to the requirements of the Securities Act, this Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the date indicated.
Signature
| | | | Title
| | Date
|
|---|
/s/ Marc H. Bell
Marc H. Bell | | | | President & Director
(Principal Executive Officer) | | September 16, 2011 |
/s/ Ezra Shashoua
Ezra Shashoua | | | | Chief Financial Officer
(Principal Financial & Accounting Officer) | | September 16, 2011 |
* /s/ Daniel C. Staton
Daniel C. Staton | | | | Director | | September 16, 2011 |
*/s/ Ezra Shashoua
Attorney-in-fact | | | | | | | | | | |
II-30
Pursuant to the requirements of the Securities Act, the undersigned registrant has duly caused this Amendment No. 1 to the R egistration S tatement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boca Raton, State of Florida, on September 16, 2011.
FRNK TECHNOLOGY GROUP
| By: | | * /s/ David Bloom
Name: David Bloom
Title: Chief Executive Officer & Director |
Pursuant to the requirements of the Securities Act, this Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the date indicated.
Signature
| | | | Title
| | Date
|
|---|
* /s/ David Bloom
David Bloom | | | | Chief Executive Officer & Director
(Principal Executive Officer) | | September 16, 2011 |
/s/ Ezra Shashoua
Ezra Shashoua | | | | Chief Financial Officer
(Principal Financial & Accounting Officer) | | September 16, 2011 |
*/s/ Ezra Shashoua
Attorney-in-fact | | | | | | | | | | |
II-31
Pursuant to the requirements of the Securities Act, the undersigned registrant has duly caused this Amendment No. 1 to the R egistration S tatement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boca Raton, State of Florida, on September 16, 2011.
GENERAL MEDIA ART HOLDING, INC.
| By: | | /s/ Marc H. Bell
Name: Marc H. Bell
Title: Chief Executive Officer, President & Director |
Pursuant to the requirements of the Securities Act, this Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the date indicated.
Signature
| | | | Title
| | Date
|
|---|
/s/ Marc H. Bell
Marc H. Bell | | | | Chief Executive Officer, President & Director
(Principal Executive Officer) | | September 16, 2011 |
/s/ Ezra Shashoua
Ezra Shashoua | | | | Chief Financial Officer
(Principal Financial & Accounting Officer) | | September 16, 2011 |
* /s/ Daniel C. Staton
Daniel C. Staton | | | | Director | | September 16, 2011 |
*/s/ Ezra Shashoua
Attorney-in-fact | | | | | | | | | | |
II-32
Pursuant to the requirements of the Securities Act, the undersigned registrant has duly caused this Amendment No. 1 to the R egistration S tatement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boca Raton, State of Florida, on September 16, 2011.
GENERAL MEDIA COMMUNICATIONS, INC.
| By: | | /s/ Marc H. Bell
Name: Marc H. Bell
Title: Chief Executive Officer, President & Director |
Pursuant to the requirements of the Securities Act, this Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the date indicated.
Signature
| | | | Title
| | Date
|
|---|
/s/ Marc H. Bell
Marc H. Bell | | | | Chief Executive Officer, President & Director
(Principal Executive Officer) | | September 16, 2011 |
/s/ Ezra Shashoua
Ezra Shashoua | | | | Chief Financial Officer
(Principal Financial & Accounting Officer) | | September 16, 2011 |
* /s/ Daniel C. Staton
Daniel C. Staton | | | | Director | | September 16, 2011 |
*/s/ Ezra Shashoua
Attorney-in-fact | | | | | | | | | | |
II-33
Pursuant to the requirements of the Securities Act, the undersigned registrant has duly caused this Amendment No. 1 to the R egistration S tatement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boca Raton, State of Florida, on September 16, 2011.
GENERAL MEDIA ENTERTAINMENT, INC.
| By: | | /s/ Marc H. Bell
Name: Marc H. Bell
Title: Chief Executive Officer, President & Director |
Pursuant to the requirements of the Securities Act, this Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the date indicated.
Signature
| | | | Title
| | Date
|
|---|
/s/ Marc H. Bell
Marc H. Bell | | | | Chief Executive Officer, President & Director
(Principal Executive Officer) | | September 16, 2011 |
/s/ Ezra Shashoua
Ezra Shashoua | | | | Chief Financial Officer
(Principal Financial & Accounting Officer) | | September 16, 2011 |
* /s/ Daniel C. Staton
Daniel C. Staton | | | | Director | | September 16, 2011 |
*/s/ Ezra Shashoua
Attorney-in-fact | | | | | | | | | | |
II-34
Pursuant to the requirements of the Securities Act, the undersigned registrant has duly caused this Amendment No. 1 to the R egistration S tatement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boca Raton, State of Florida, on September 16, 2011.
GIANT SWALLOWTAIL INC.
| By: | | /s/ Marc H. Bell
Name: Marc H. Bell
Title: Chief Executive Officer, President & Director |
Pursuant to the requirements of the Securities Act, this Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the date indicated.
Signature
| | | | Title
| | Date
|
|---|
/s/ Marc H. Bell
Marc H. Bell | | | | Chief Executive Officer, President & Director
(Principal Executive Officer) | | September 16, 2011 |
/s/ Ezra Shashoua
Ezra Shashoua | | | | Chief Financial Officer
(Principal Financial & Accounting Officer) | | September 16, 2011 |
* /s/ Daniel C. Staton
Daniel C. Staton | | | | Director | | September 16, 2011 |
*/s/ Ezra Shashoua
Attorney-in-fact | | | | | | | | | | |
II-35
Pursuant to the requirements of the Securities Act, the undersigned registrant has duly caused this Amendment No. 1 to the R egistration S tatement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boca Raton, State of Florida, on September 16, 2011.
GLOBAL ALPHABET, INC.
| By: | | /s/ Marc H. Bell
Name: Marc H. Bell
Title: Chief Executive Officer, President & Director |
Pursuant to the requirements of the Securities Act, this Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the date indicated.
Signature
| | | | Title
| | Date
|
|---|
/s/ Marc H. Bell
Marc H. Bell | | | | Chief Executive Officer, President & Director
(Principal Executive Officer) | | September 16, 2011 |
/s/ Ezra Shashoua
Ezra Shashoua | | | | Chief Financial Officer
(Principal Financial & Accounting Officer) | | September 16, 2011 |
* /s/ Daniel C. Staton
Daniel C. Staton | | | | Director | | September 16, 2011 |
*/s/ Ezra Shashoua
Attorney-in-fact | | | | | | | | | | |
II-36
Pursuant to the requirements of the Securities Act, the undersigned registrant has duly caused this Amendment No. 1 to the R egistration S tatement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boca Raton, State of Florida, on September 16, 2011.
GMCI INTERNET OPERATIONS, INC.
| By: | | /s/ Marc H. Bell
Name: Marc H. Bell
Title: Chief Executive Officer, President & Director |
Pursuant to the requirements of the Securities Act, this Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the date indicated.
Signature
| | | | Title
| | Date
|
|---|
/s/ Marc H. Bell
Marc H. Bell | | | | Chief Executive Officer, President & Director
(Principal Executive Officer) | | September 16, 2011 |
/s/ Ezra Shashoua
Ezra Shashoua | | | | Chief Financial Officer
(Principal Financial & Accounting Officer) | | September 16, 2011 |
* /s/ Daniel C. Staton
Daniel C. Staton | | | | Director | | September 16, 2011 |
*/s/ Ezra Shashoua
Attorney-in-fact | | | | | | | | | | |
II-37
Pursuant to the requirements of the Securities Act, the undersigned registrant has duly caused this Amendment No. 1 to the R egistration S tatement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boca Raton, State of Florida, on September 16, 2011.
GMI ON-LINE VENTURES, LTD.
| By: | | /s/ Marc H. Bell
Name: Marc H. Bell
Title: Chief Executive Officer, President & Director |
Pursuant to the requirements of the Securities Act, this Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the date indicated.
Signature
| | | | Title
| | Date
|
|---|
/s/ Marc H. Bell
Marc H. Bell | | | | Chief Executive Officer, President & Director
(Principal Executive Officer) | | September 16, 2011 |
/s/ Ezra Shashoua
Ezra Shashoua | | | | Chief Financial Officer
(Principal Financial & Accounting Officer) | | September 16, 2011 |
* /s/ Daniel C. Staton
Daniel C. Staton | | | | Director | | September 16, 2011 |
*/s/ Ezra Shashoua
Attorney-in-fact | | | | | | | | | | |
II-38
Pursuant to the requirements of the Securities Act, the undersigned registrant has duly caused this Amendment No. 1 to the R egistration S tatement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boca Raton, State of Florida, on September 16, 2011.
GOLDENROD SPEAR INC.
| By: | | /s/ Marc H. Bell
Name: Marc H. Bell
Title: Chief Executive Officer, President & Director |
Pursuant to the requirements of the Securities Act, this Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the date indicated.
Signature
| | | | Title
| | Date
|
|---|
/s/ Marc H. Bell
Marc H. Bell | | | | Chief Executive Officer, President & Director
(Principal Executive Officer) | | September 16, 2011 |
/s/ Ezra Shashoua
Ezra Shashoua | | | | Chief Financial Officer
(Principal Financial & Accounting Officer) | | September 16, 2011 |
* /s/ Daniel C. Staton
Daniel C. Staton | | | | Director | | September 16, 2011 |
*/s/ Ezra Shashoua
Attorney-in-fact | | | | | | | | | | |
II-39
Pursuant to the requirements of the Securities Act, the undersigned registrant has duly caused this Amendment No. 1 to the R egistration S tatement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boca Raton, State of Florida, on September 16, 2011.
MAGNOLIA BLOSSOM INC.
| By: | | /s/ Marc H. Bell
Name: Marc H. Bell
Title: Chief Executive Officer, President & Director |
Pursuant to the requirements of the Securities Act, this Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the date indicated.
Signature
| | | | Title
| | Date
|
|---|
/s/ Marc H. Bell
Marc H. Bell | | | | Chief Executive Officer, President & Director
(Principal Executive Officer) | | September 16, 2011 |
/s/ Ezra Shashoua
Ezra Shashoua | | | | Chief Financial Officer
(Principal Financial & Accounting Officer) | | September 16, 2011 |
* /s/ Daniel C. Staton
Daniel C. Staton | | | | Director | | September 16, 2011 |
*/s/ Ezra Shashoua
Attorney-in-fact | | | | | | | | | | |
II-40
Pursuant to the requirements of the Securities Act, the undersigned registrant has duly caused this Amendment No. 1 to the R egistration S tatement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boca Raton, State of Florida, on September 16, 2011.
MEDLEY.COM INCORPORATED
| By: | | /s/ Marc H. Bell
Name: Marc H. Bell
Title: Chief Executive Officer & Director |
Pursuant to the requirements of the Securities Act, this Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the date indicated.
Signature
| | | | Title
| | Date
|
|---|
/s/ Marc H. Bell
Marc H. Bell | | | | Chief Executive Officer & Director
(Principal Executive Officer) | | September 16, 2011 |
/s/ Ezra Shashoua
Ezra Shashoua | | | | Chief Financial Officer
(Principal Financial & Accounting Officer) | | September 16, 2011 |
* /s/ Daniel C. Staton
Daniel C. Staton | | | | Director | | September 16, 2011 |
*/s/ Ezra Shashoua
Attorney-in-fact | | | | | | | | | | |
II-41
Pursuant to the requirements of the Securities Act, the undersigned registrant has duly caused this Amendment No. 1 to the R egistration S tatement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boca Raton, State of Florida, on September 16, 2011.
NAFT NEWS CORPORATION
| By: | | * /s/ Anthony Previte
Name: Anthony Previte
Title: Chief Executive Officer, President & Director |
Pursuant to the requirements of the Securities Act, this Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the date indicated.
Signature
| | | | Title
| | Date
|
|---|
* /s/ Anthony Previte
Anthony Previte | | | | Chief Executive Officer, President & Director
(Principal Executive Officer) | | September 16, 2011 |
/s/ Ezra Shashoua
Ezra Shashoua | | | | Treasurer
(Principal Financial & Accounting Officer) | | September 16, 2011 |
*/s/ Ezra Shashoua
Attorney-in-fact | | | | | | | | | | |
II-42
Pursuant to the requirements of the Securities Act, the undersigned registrant has duly caused this Amendment No. 1 to the R egistration S tatement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boca Raton, State of Florida, on September 16, 2011.
PENTHOUSE DIGITAL MEDIA PRODUCTIONS INC.
| By: | | * /s/ Paul Asher
Name: Paul Asher
Title: Chief Executive Officer, President & Director |
Pursuant to the requirements of the Securities Act, this Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the date indicated.
Signature
| | | | Title
| | Date
|
|---|
* /s/ Paul Asher
Paul Asher | | | | Chief Executive Officer, President & Director
(Principal Executive Officer) | | September 16, 2011 |
/s/ Ezra Shashoua
Ezra Shashoua | | | | Chief Financial Officer
(Principal Financial & Accounting Officer) | | September 16, 2011 |
*/s/ Ezra Shashoua
Attorney-in-fact | | | | | | | | | | |
II-43
Pursuant to the requirements of the Securities Act, the undersigned registrant has duly caused this Amendment No. 1 to the R egistration S tatement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boca Raton, State of Florida, on September 16, 2011.
PENTHOUSE IMAGES ACQUISITIONS, LTD.
| By: | | /s/ Marc H. Bell
Name: Marc H. Bell
Title: Chief Executive Officer, President & Director |
Pursuant to the requirements of the Securities Act, this Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the date indicated.
Signature
| | | | Title
| | Date
|
|---|
/s/ Marc H. Bell
Marc H. Bell | | | | Chief Executive Officer, President & Director
(Principal Executive Officer) | | September 16, 2011 |
/s/ Ezra Shashoua
Ezra Shashoua | | | | Chief Financial Officer
(Principal Financial & Accounting Officer) | | September 16, 2011 |
* /s/ Daniel C. Staton
Daniel C. Staton | | | | Director | | September 16, 2011 |
*/s/ Ezra Shashoua
Attorney-in-fact | | | | | | | | | | |
II-44
Pursuant to the requirements of the Securities Act, the undersigned registrant has duly caused this Amendment No. 1 to the R egistration S tatement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boca Raton, State of Florida, on September 16, 2011.
PLAYTIME GAMING INC.
| By: | | * /s/ Anthony Previte
Name: Anthony Previte
Title: Chief Executive Officer, President & Director |
Pursuant to the requirements of the Securities Act, this Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the date indicated.
Signature
| | | | Title
| | Date
|
|---|
* /s/ Anthony Previte
Anthony Previte | | | | Chief Executive Officer, President & Director
(Principal Executive Officer) | | September 16, 2011 |
/s/ Ezra Shashoua
Ezra Shashoua | | | | Treasurer
(Principal Financial & Accounting Officer) | | September 16, 2011 |
*/s/ Ezra Shashoua
Attorney-in-fact | | | | | | | | | | |
II-45
Pursuant to the requirements of the Securities Act, the undersigned registrant has duly caused this Amendment No. 1 to the R egistration S tatement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boca Raton, State of Florida, on September 16, 2011.
PMGI HOLDINGS INC.
| By: | | /s/ Marc H. Bell
Name: Marc H. Bell
Title: Chief Executive Officer, President & Director |
Pursuant to the requirements of the Securities Act, this Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the date indicated.
Signature
| | | | Title
| | Date
|
|---|
/s/ Marc H. Bell
Marc H. Bell | | | | Chief Executive Officer, President & Director
(Principal Executive Officer) | | September 16, 2011 |
/s/ Ezra Shashoua
Ezra Shashoua | | | | Chief Financial Officer
(Principal Financial & Accounting Officer) | | September 16, 2011 |
* /s/ Daniel C. Staton
Daniel C. Staton | | | | Director | | September 16, 2011 |
*/s/ Ezra Shashoua
Attorney-in-fact | | | | | | | | | | |
II-46
Pursuant to the requirements of the Securities Act, the undersigned registrant has duly caused this Amendment No. 1 to the R egistration S tatement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boca Raton, State of Florida, on September 16, 2011.
PPM TECHNOLOGY GROUP, INC.
| By: | | /s/ Marc H. Bell
Name: Marc H. Bell
Title: Chief Executive Officer & Director |
Pursuant to the requirements of the Securities Act, this Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the date indicated.
Signature
| | | | Title
| | Date
|
|---|
/s/ Marc H. Bell
Marc H. Bell | | | | Chief Executive Officer & Director
(Principal Executive Officer) | | September 16, 2011 |
/s/ Ezra Shashoua
Ezra Shashoua | | | | Chief Financial Officer
(Principal Financial & Accounting Officer) | | September 16, 2011 |
* /s/ Daniel C. Staton
Daniel C. Staton | | | | Director | | September 16, 2011 |
*/s/ Ezra Shashoua
Attorney-in-fact | | | | | | | | | | |
II-47
Pursuant to the requirements of the Securities Act, the undersigned registrant has duly caused this Amendment No. 1 to the R egistration S tatement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boca Raton, State of Florida, on September 16, 2011.
PURE ENTERTAINMENT
TELECOMMUNICATIONS, INC.
| By: | | /s/ Marc H. Bell
Name: Marc H. Bell
Title: Chief Executive Officer & Director |
Pursuant to the requirements of the Securities Act, this Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the date indicated.
Signature
| | | | Title
| | Date
|
|---|
/s/ Marc H. Bell
Marc H. Bell | | | | Chief Executive Officer & Director
(Principal Executive Officer) | | September 16, 2011 |
/s/ Ezra Shashoua
Ezra Shashoua | | | | Chief Financial Officer
(Principal Financial & Accounting Officer) | | September 16, 2011 |
* /s/ Daniel C. Staton
Daniel C. Staton | | | | Director | | September 16, 2011 |
*/s/ Ezra Shashoua
Attorney-in-fact | | | | | | | | | | |
II-48
Pursuant to the requirements of the Securities Act, the undersigned registrant has duly caused this Amendment No. 1 to the R egistration S tatement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boca Raton, State of Florida, on September 16, 2011.
SHARKFISH, INC.
| By: | | /s/ Marc H. Bell
Name: Marc H. Bell
Title: Chief Executive Officer & Director |
Pursuant to the requirements of the Securities Act, this Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the date indicated.
Signature
| | | | Title
| | Date
|
|---|
/s/ Marc H. Bell
Marc H. Bell | | | | Chief Executive Officer & Director
(Principal Executive Officer) | | September 16, 2011 |
/s/ Ezra Shashoua
Ezra Shashoua | | | | Chief Financial Officer
(Principal Financial & Accounting Officer) | | September 16, 2011 |
* /s/ Daniel C. Staton
Daniel C. Staton | | | | Director | | September 16, 2011 |
*/s/ Ezra Shashoua
Attorney-in-fact | | | | | | | | | | |
II-49
Pursuant to the requirements of the Securities Act, the undersigned registrant has duly caused this Amendment No. 1 to the R egistration S tatement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boca Raton, State of Florida, on September 16, 2011.
SNAPSHOT PRODUCTIONS, LLC
| By: | | * /s/ Paul Asher
Name: Paul Asher
Title: Manager & Director |
Pursuant to the requirements of the Securities Act, this Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the date indicated.
Signature
| | | | Title
| | Date
|
|---|
* /s/ Paul Asher |
