f8k110209ex10iii_fund.htm


    


    Exhibit
10.3

     

    STOCKHOLDERS
AGREEMENT

    


    THIS STOCKHOLDERS AGREEMENT
(the “Agreement”) is made
and entered into as of September 29, 2009 (the “Effective Date”) by
and among VENSURE EMPLOYER
SERVICES, INC., an Arizona corporation (“Vensure” or the
“Company”), the
Person(s) who have executed this Agreement on the Investors Signature Page
hereof under the heading “INVESTORS” (individually, an
“Investor” and
collectively, the “Investors”); FUND.COM INC., a Delaware
corporation (“FNDM”); and the
record owners of shares of Common Stock of the Company who have executed this
Agreement on the Stockholders Signature Page under the heading “STOCKHOLDERS” (each a “Stockholder” and
collectively the “Stockholders”), and
any other person(s) or entity(ies) who subsequently becomes a party to this
Agreement.

    


    RECITALS:

    


    WHEREAS, the Stockholders are
the owners of (a) an aggregate of 1,000,000 shares of Common Stock of the
Company, representing 100% of the issued and outstanding shares of the Common
Stock of the Company, as set forth on Schedule A, and (b)
FNDM is the owner of 218,883.33 shares of the Series A Preferred Stock of the
Company; and

    


    WHEREAS, the Investors have
provided the Company with loans and advances of $1,700,000 and have arranged for
letters of credit aggregating $750,000 for the benefit of the Company, all
pursuant to the terms of the Investment Agreement; and

    


    WHEREAS, the Company, FNDM,
the Investors and the Stockholders wish to enter into this Agreement to document
their agreement and understanding regarding certain restrictions and controls on
the management and operation of the Company and transfers and other dispositions
of the Common Stock and the Series A Preferred Stock; and

    


    WHEREAS, except with respect
to the Investment Agreement, and the Transaction Documents referred to therein
and executed pursuant thereto, this Agreement and the terms and covenants
contained herein shall supersede and take precedence to similar terms and
covenants set forth in any other agreement between the Company and its
Stockholders, including, without limitation, a letter agreement, dated as of
July 27, 2009 (the “Prior
Agreements”).

    


    NOW THEREFORE, in
consideration of the foregoing recitals and the mutual covenants and agreements
contained herein, and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereto, intending to be
legally bound, hereby agree as follows:

     

    ARTICLE  1
-  CERTAIN
DEFINITIONS

     

    Section
1.1    As used
in this Agreement, the following terms shall have the following respective
meanings:

     

    “Affiliate” means,
with respect to any Person, any other Person directly or indirectly controlling
(including, but not limited to, all directors and officers of such Person),
controlled by, or under direct or indirect common control with, such
Person.  A Person shall be deemed to control another Person if such
Person possesses, directly or indirectly, the power to direct or cause the
direction of the management and policies of such other Person, whether through
the ownership of voting securities, by contract or otherwise.  Control
will be presumed by the ownership of 10% or more of the voting securities of any
such Person.  For purposes of Section 2.10 (Drag-Along Rights)
each director, shareholder, general partner, member, officer and employee (to
the extent applicable) of a Person or the spouse or children of any such
director, shareholder, general partners,  member, officer or employee
or a trust of trusts solely for the benefit of such director, shareholder,
general partner, member, officer or employee and/or the spouse or children of
such director, shareholder, general partner, member, officer or employee shall,
in each case, be deemed to be a Affiliate.

     

    
      
        
        

      

      
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    “Agreement” means this
Agreement as the same may be amended, restated, supplemented or modified from
time to time in accordance with the terms herein.

     

    “Board of Directors”
means the Board of Directors of the Company

     

    “Business Day” means
any day other than a Saturday, Sunday or other day on which commercial banks in
the State of New York are authorized or required by law or executive order to
close.

     

    “Bylaws” means the
Bylaws of the Company in effect on the Effective Date, as the same may be
amended from time to time.

     

    “Certificate of
Incorporation” means the Certificate of Incorporation of the Company, in
effect on the Effective Date, as the same may be amended from time to
time.

     

     “Common Stock” means
the 5,000,000 shares of common stock, $0.001 par value per share, of the Company
that is authorized for issuance pursuant to the Certificate of
Incorporation.

     

     “Company” or “Vensure” means
Vensure Employer Services, Inc., a Nevada corporation.

     

     “Corporations” means
the collective reference to the Company, each of the Vensure Subsidiaries and
following the Reverse Merger, Pubco.

     

     “Effective Date” has
the meaning set forth in the preamble to this Agreement.

     

     “FNDM” means Fund.com,
Inc., a Delaware corporation.

     

    “FNDM Securities Purchase
Agreement” means the securities purchase agreement, dated September 24,
2009 between Vensure and FNDM in the form of Exhibit
B to the Investment Agreement.

     

     “Investment Agreement”
means the investment agreement, dated September 24, 2009, among the Persons
defined as “Investors,” the Company, the Stockholders and FNDM

     

    “Investors” means the
collective reference to (a) those specific Persons who have executed this
Agreement on the signature page hereof under the heading “Investors,” and (b)
their Affiliates or Permitted Transferees.

     

     “Liquidity Event”
shall mean the collective reference to any one of the following
events:

     

    (a)           an
underwritten initial public offering of Common Stock of the Company (an “IPO”);
or

     

    (b)           a
Reverse Merger; or

     

    (c)           the
sale of all or substantially all of the securities or assets of the Company to,
or the merger or consolidation of the Company with, any Person who is not an
Affiliate of the Company, FNDM, the Investors or the Stockholders in any
transaction which is not a
Reverse Merger (a “Sale of
Control”).

     

     

    
      
        
        

      

      
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    “Notes” means the
collective reference to the “Interim Note” and the “Long-Term Notes,” as those
terms are defined in the Investment Agreement.

     

    “Offerees” means (i)
the Company, and (ii) each of the Stockholders, excluding any Stockholder who
has caused or initiated the event that results in the offer of the Shares to the
Offerees hereunder.  Offerees who are Stockholders are sometimes
referred to herein as “Stockholder
Offerees.”

     

     “OTCBB” means the
FINRA over-the-counter bulletin board.

     

     “Person” means any
individual, firm, corporation, partnership, trust, incorporated or
unincorporated association, joint Vensure, joint stock company, limited
liability company, governmental agency or authority or other entity of any kind,
and shall include any successor (by merger or otherwise) of such
entity.

     

    “Permitted Transfer”
shall have the meaning set forth in Section 2.1(c) of
this Agreement.

     

    “Preferred Stock”
means the 1,000,000 shares of preferred stock of the Company authorized for
issuance pursuant to the Certificate of Incorporation with such rights and
privileges, including conversion, voting and redemption rights, as the board of
directors of the Company may from time to time determine.

     

    “Pubco” means a publicly traded
corporation to be identified by the Investors:

     

    (a)           whose
shares of Pubco Common Stock have been either (i) been registered under the
Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or
(ii)  is a voluntary filer of annual reports, quarterly reports and
interim reports under the Exchange Act;

     

    (b)           whose
shares of Pubco Common Stock trade on the OTCBB or other recognized national
securities exchange acceptable to the Investors and Vensure;

     

    (c)           that,
at the time of execution of the Reverse Merger Agreement and consummation of the
Reverse Merger does not have more than $50,000 of liabilities and obligations;
and

     

    (d)           that,
at the time of the consummation of the Reverse Merger, has no active trade or
business

    


    “Pubco Common Stock”
means the authorized, issued and outstanding shares of common stock of
Pubco.

     

    “Pubco Preferred
Stock” shall mean the authorized shares of preferred stock of
Pubco.

     

    “Pubco Series A Preferred
Stock” shall mean a series of Pubco Preferred Stock that shall be
substantially identical to the Series A Preferred Stock of Vensure and otherwise
reasonably acceptable to FNDM.

     

     “Reverse Merger” means
a transaction whereby the Company shall merge with or be acquired by Pubco or a
wholly-owned acquisition subsidiary of Pubco pursuant to the terms and
conditions set forth in the Reverse Merger Agreement.

     

     

    
      
        
        

      

      
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    “Reverse Merger
Agreement” shall mean the agreement and plan of merger or share exchange
agreement among the Stockholders and Pubco and/or an acquisition subsidiary of
Pubco, in form and content satisfactory to the parties thereto, whereby after
consummation of the Reverse Merger: (a) the existing holders of Company Common
Stock (including the Investors) shall own not less than 95% of the outstanding
Pubco Common Stock and (b) FNDM shall own all of the outstanding shares of Pubco
Series A Preferred Stock Preferred Stock..

    


    “Series A Preferred
Stock”  shall mean the 218,883.33 shares of Series A preferred
stock of Vensure authorized for issuance pursuant to its Certificate of
Incorporation

     

    “Shares” shall mean
the collective reference to all shares of Common Stock and all shares of Series
A Preferred Stock that are owned by the Stockholders of the Company or their
Permitted Transferees.

     

    “Subsidiary” means any
corporation or other entity of which at least a majority of the securities or
other ownership interest having ordinary voting power (absolutely or
contingently) for the election of directors or other persons performing similar
functions are at the time owned directly or indirectly by Vensure and/or any of
its other subsidiaries.

     

    "Triggering Date”
shall mean (i) for Section 2.2(a), the date of the selling Stockholder’s death;
(ii) for Section 2.3, the date of the occurrence of an event of insolvency; and
(iii) for Section 2.4, the date that the Offer (as defined in Section 2.4(a)) is
delivered to the Offerees.

     

    “Vensure Group” means
the collective reference to Vensure and all Vensure Subsidiaries as at the
Effective Date.

     

    “Vensure Retirement”
shall mean Vensure Retirement Administration, Inc., a Delaware corporation and a
100% owned subsidiary of Vensure as at the Effective Date.

     

    “VSA” shall mean
Vensure Services Inc., a credit union service organization which on or promptly
following the Effective Date shall be owned not less than 80.1% by Vensure and
not more than 19.9% by Grand Adirondack Federal Credit Union (“GAFCU”).

     

     “Vensure Subsidiaries”
shall, as at the Effective Date mean and include those Subsidiaries listed on
Schedule B
annexed hereto and made a part hereof, which Vensure Subsidiaries shall include
VSA and Vensure Retirement.

     

    ARTICLE  2
- TRANSFERS

     

    Section
2.1    General
Restriction Against Transfer; Permitted Transfers.

     

    (a) Each
Stockholder covenants and agrees that, except as specifically set forth in this
Article 2 and subject to Section 2.1(b), neither such Stockholder nor such
Stockholder’s legal representatives or successors shall sell, donate, assign as
collateral, pledge, hypothecate, mortgage, encumber, allow to be encumbered,
transfer or otherwise dispose of in any manner whatsoever (each, a “Transfer”) any
Shares.

     

    (b) Any
attempt to Transfer or to agree to Transfer any Shares in contravention of the
provisions of this Agreement shall be void and shall have no
effect.  Compliance with the provisions of this Agreement shall be a
condition precedent to the recording or documentation of any Transfer of any
Shares in the books and records of the Company.

     

     

    
      
        
        

      

      
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    (c) Notwithstanding
any of the restrictions on Transfer of the Shares contained in this Agreement,
Transfers of any Shares owned by record by any one or more of the Stockholders
shall be permitted if such Transfers are made to any one or more of the
following Persons ((individually or collectively, a “Permitted
Transferee”):

     

    (i)           during
the lifetime of a Stockholder, to any Affiliate or member of the family of such
Stockholder, including, without limitation, a Transfer of Shares to a trust for
the benefit of any of them, or to any Person who is an equity owner of the
Stockholder or who controls, is controlled by or is under common control with
such Stockholder,

     

    (ii)           upon
the death of a Stockholder, to any beneficiary pursuant to the last will and
testament of any Stockholder, or

     

    (iii)           to
any business associate of any Investor or any third Person designated by an
Investor so long as such Person is not a competitor of the Company and the
Vensure Subsidiaries

     

    (each a
“Permitted
Transfer”); provided,
however, that (A) any Shares so Transferred shall continue to be subject
to the restrictions of this Agreement, (B) such Transfer does not violate any of
the provisions of this Agreement, and (C) such Transfer shall not be effective
until the Permitted Transferee executes and delivers an agreement in the form
supplied by the Company whereby such Permitted Transferee agrees to become a
party to this Agreement and to be bound by each of the terms and conditions of
this Agreement.  As used herein, the word “family” shall mean
any spouse, lineal ancestor or descendant, adoptee, brother or
sister.

     

    (d) Each
Stockholder hereby agrees that, during the period of duration specified by the
Company and any underwriter of Common Stock or other securities of the Company,
following the effective date of a registration statement of the Company filed
under the Securities Act of 1933, as amended, he or it shall not, to the extent
requested by the Company and such underwriter, Transfer any securities of the
Company held by him or it at any time during such period except Common Stock
included in such registration.  In order to enforce the foregoing
covenant, the Company may impose stop-transfer instructions with respect to the
Shares of each such Stockholder until the end of such period. This Section
2.1(d) shall expressly survive any termination of this Agreement.

     

    Section
2.2    Effect of
Death.

     

    (a) Except
for a Permitted Transfer to a Permitted Transferee, following the death of a
Stockholder, such Stockholder’s legal representative shall, within forty-five
(45) days after its appointment, offer to sell to the Offerees, and the Offerees
may, but shall not be required to, purchase all, but not less than all, of such
Shares.  If the Offerees do not offer to purchase all of the deceased
Stockholder’s Shares, the deceased Stockholder’s legal representative shall not
be required to sell any Shares to the Offerees.

     

    (b) Any
proposed sale or sale under this Section 2.2 shall be made in accordance with
Section 2.5, Section 2.6, Section 2.7 and Section 2.8.

     

    Section 2.3   Sale Upon
Insolvency.  Each
Stockholder agrees that upon the occurrence of any of the following
events:  (i) a Stockholder’s adjudication as a bankrupt; (ii)
institution by or against a Stockholder of a petition for arrangement or any
other type of insolvency proceeding under any bankruptcy law or otherwise; (iii)
a Stockholder’s making of a general assignment for the benefit of such
Stockholder’s creditors, (iv) the appointment of a receiver or trustee in
bankruptcy of such Stockholder for any of a Stockholder’s assets; or (v) the
taking, making or institution of any like or similar act or proceeding involving
a Stockholder, provided that such event, adjudication, institution, making,
appointment or similar act or proceeding is not cured or rescinded within sixty
(60) days (the “Cure
Period”), then, at the end of the Cure Period, such Stockholder or such
Stockholder’s successor or successors in interest shall offer to sell to the
Offerees, and the Offerees may, but shall not be required to, purchase all, but
not less than all, of such Stockholder’s Shares and such sale shall be made in
accordance with Section 2.5, Section 2.6, Section 2.7 and Section
2.8.

     

     

    
      
        
        

      

      
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    Section
2.4    Right of
First Refusal.

     

    (a) Notwithstanding
any other provision of this Agreement, except as provided in Section 2.4(c)
below, no Stockholder may sell all or any portion of his or its Shares for a
period of 12 months following the Effective Date.

     

    (b) If at any
time following 12 months from the Effective Date, any Stockholder desires to
sell for cash or cash equivalents all or any portion of its Shares pursuant to a
bona fide offer from a third party who is not an Affiliate (for the purposes of
this Section 2.4, the “Proposed
Transferee”), such selling Stockholder shall submit a written offer (the
“Offer”) to
sell such Shares (the “Offered Shares”) to
the Offerees on terms and conditions, including price, not less favorable to the
Offerees than those on which the selling Stockholder proposes to sell such
Offered Shares to the Proposed Transferee.  The Offer shall disclose
the identity of the Proposed Transferee, the Offered Shares proposed to be sold,
the total number of Shares owned by the selling Stockholder, the terms and
conditions, including price, of the proposed sale, and any other material facts
relating to the proposed sale.  The Company may assign its right to
purchase the Offered Shares by delivering written notice to the selling
Stockholder.  Any sale proposed or made under this Section 2.4 shall
be made in accordance with Section 2.5, Section 2.6 and Section
2.8.

     

    (c) The
provisions of this Section 2.4 (including any Stockholders Right of First
Refusal) shall not apply
with respect to:

     

    (i)           the
occurrence of any Liquidity Event, or

     

    (ii)           any
redemption of Shares or sales of Shares by a Stockholder to the Company in a
transaction approved by the Board of Directors of the Company; or

     

    (iii)           any
Permitted Transfer; or

     

    (iv)           any
sales or issuances of Common Stock or Preferred Stock by the
Company.

     

    Section
2.5 Option
Period; Effecting Election.

     

    (a) Option Period.  For each
proposed purchase of Shares by the Offerees made pursuant to Section 2.2,
Section 2.3 or Section 2.4, the Company shall have the first option to purchase
all or any portion of such Shares.  The Company shall have thirty (30)
days (the “Company
Option Period”) from the effective Triggering Date to consummate such a
sale.  If the Company does not consummate any such sale within the
Company Option Period, the Stockholder Offerees shall then have an additional
thirty (30) day period (the “Stockholder Offerees’ Option
Period”) (beginning on the day following the expiration of the Company
Option Period) during which they may consummate the purchase of the applicable
Shares.  The Company Option Period and the Stockholder Offerees’
Option Period are collectively referred to herein as the “Option
Periods.”  If any such Share purchase is not consummated by
either the Company or the Stockholder Offerees within the applicable Option
Period, the Shares may be sold to a third party or otherwise Transferred, as
applicable, by the Stockholder or his or legal representative, as
applicable.  Any purchase made by the Company and the Stockholder
Offerees under this Agreement shall result in all of the applicable Shares being
purchased, but the Company and the Stockholder Offerees may divide the Shares
purchased between themselves in any proportions that they desire in their sole
discretion; provided,
however, that each Stockholder Offeree shall have the right to purchase
at least that Stockholder Offeree’s pro rata share of the Shares available for
purchase by all of the Stockholder Offerees.  This pro rata share
shall be calculated for each Stockholder Offeree based on each Stockholder
Offeree’s ownership of Shares (as a percentage of all of the Shares owned by all
of the Stockholder Offerees).  If a Stockholder Offeree declines to
purchase his pro rata share, the other Stockholder Offerees may purchase any
such remaining Shares based on their pro rata share of these remaining Shares
(excluding any shares owned by the Stockholder Offeree who declined to purchase
his pro rata share in the initial Stockholder Offeree purchase).

     

    
      
        
        

      

      
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    (b) Effecting
Election.  Election by the
Company or the Stockholder Offerees to purchase Shares offered for sale pursuant
to this Agreement shall be effected by sending written notice of such election
to such offering Stockholder or such offering Stockholder’s representative (as
applicable) prior to the expiration of the applicable Option
Period.

     

    Section
2.6    Effect of
Failure to Elect to Purchase All Shares.

     

    (a) If the
Offerees do not elect to purchase all of the Shares offered for sale by an
offering Stockholder (or its legal representative) pursuant to Section 2.2 or
Section 2.3, all of the offering Stockholder’s Shares shall continue to be owned
by such Stockholder (or his legal representative, as
applicable).  Such Shares may be transferred as contemplated by the
Stockholder (or legal representative), but such Shares will at all times
continue to be subject to the restrictions of this Agreement and no such
Transfer will be effective until each proposed transferee executes and delivers
a counterpart of this Agreement.

     

    (b) If the
Offerees do not elect to purchase all of the Shares offered for sale by an
offering Stockholder pursuant to Section 2.4, all, but not less than all, of the
offering Stockholder’s Shares may be transferred to the bona fide offeror
pursuant to the terms of the bona fide offer within thirty (30) days following
the expiration of the Stockholder Offerees’ Option Period; provided,
however, that any Shares so transferred shall continue to be subject to
the restrictions of this Agreement and such Transfer shall not be effective
until the transferee executes and delivers a counterpart of this
Agreement.  If all of the offering Stockholder’s Shares are not
transferred within such 30-day period, such Shares shall again become subject to
the restrictions contained in this Agreement and shall not be transferred except
in accordance with the terms and conditions of this Agreement.

     

    Section
2.7    Purchase
Price.  Except as
provided in Section 2.4 of this Agreement, the “Purchase Price” per
share of the Shares proposed for Transfer or Transferred shall be determined as
of the last equity offering of the Company and being equal to the price per
share pursuant to the last equity offering, provided such equity offering of the
Company was consummated within a six (6) month period of the proposed Transfer
and with parties who are not Affiliates of the Company or any Stockholder, or in
absence of an equity offering within the said six (6) month period, by the
written concurrence of two out of three qualified appraisers (the “Appraisers”).  One
appraiser shall be appointed by the Company or the Stockholder Offerees (as
applicable), one Appraiser shall be appointed by the applicable Stockholder (or
his legal representative or other party, as applicable), and these two
Appraisers shall choose the third Appraiser.  The first two Appraisers
shall be chosen within five (5) days after the Triggering Date, and the third
Appraiser shall be chosen within five (5) days of the date that the second
Appraiser is chosen.  Each party shall pay the costs and expenses of
the Appraiser chosen by it, and they shall evenly split the costs of the third
Appraiser.  The Appraisers shall develop a fair market value
determination of the Company’s value, and this shall become the final and
binding Purchase Price.  All Appraisers must be firms or individuals
with previous background and experience in the valuation and appraisal of
corporations, which are similar in size, industry and financial condition to the
Company.  The Appraisers shall deliver a written report to all parties
(which documents their determination of the Purchase Price, along with a
sufficiently detailed description of the methodologies, assumptions and
procedures used) within thirty (30) days after the designation of the third
Appraiser.  Notwithstanding any other provision of this Section 2.7,
if the higher of the two valuations made by the first two appraisers exceeds the
lower appraisal by ten percent (10%) or less, the Purchase Price shall be equal
to the average of these two valuations and the third appraiser will not be
used.

     

     

    
      
        
        

      

      
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    Section
2.8    Closing;
Payment.

     

    (a) The
closing (“Closing”) of any sale
of a Stockholder’s Shares to an Offeree pursuant to Section 2.2 or Section 2.3
shall take place at the office of the Company at any point prior to the
expiration of the applicable Option Period or in the event of a sale under
Section 2.4, on the twentieth (20th) Business Day following the date the Offer
was made.  The certificate or certificates representing the Shares to
be purchased by the Offerees, properly endorsed for transfer or with an executed
stock power attached, shall be delivered at the Closing free and clear of all
liens, security interests, pledges, charges or other encumbrances of any nature
whatsoever against the payment of the purchase price therefor.

     

    (b) The
purchase of Shares by the Company under this Agreement shall be made in cash;
provided, that upon the mutual consent of the parties thereto, all or part of
such purchase price may be paid by the execution and delivery of a promissory
note payable to the selling Stockholder (or that Stockholder’s legal
representative or other party, as applicable), which shall contain such terms
and conditions as the parties may agree.

     

    (c) Notwithstanding
any other provision of this Section 2.8, if an Offeree is purchasing the Shares
pursuant to Section 2.4 and is paying the purchase price set forth in the bona
fide offer, the purchase price shall be paid in accordance with the terms and
conditions contained in the bona fide offer.

     

    Section
2.9    Failure
to Deliver Shares.  If a Stockholder
(for the purposes of this Section 2.9, an “Obligated
Stockholder”) becomes obligated to sell any Shares to any Offeree
hereunder, as determined by a final nonappealable order from a court of
competent jurisdiction, and fails to deliver such Shares in accordance with the
terms of this Agreement, the Offeree may, at its option, in addition to all
other remedies it may have, send to the Obligated Stockholder the Purchase Price
for such Shares.  Upon receipt of a final nonappealable order from a
court of competent jurisdiction, the Company, upon written notice to the
Obligated Stockholder shall (i) cancel on its books the certificate or
certificates representing the Shares to be sold and (ii) shall issue, in lieu
thereof; in the name of the Offeree, a new certificate or certificates
representing such Shares, and all of the Obligated Stockholder’s rights in and
to such Shares shall immediately terminate.

     

    Section
2.10  Tag-Along
Rights.

     

    (a)           If
at any time any of the Stockholders, whether alone or together by agreement,
contract or understanding (for the purposes of this Section 2.10, each a “Selling Party”)
wishes to sell any Shares owned by it in a single transaction or series of
related transactions equaling ten percent (10%) or more of all of the shares of
capital stock of the Company then issued and outstanding (on a fully-diluted
basis counting all issued options, warrants and convertible securities) to any
third party (other than to a Permitted Transferee of such Selling Party in
connection with a Permitted Transfer or any other Stockholder) (for the purposes
of this Section 2.10, the “Purchaser”), and the
Selling Party has complied with all of the other requirements of this Agreement,
the Selling Party shall cause a written notice of the offer by the Purchaser to
purchase such Shares (a “Tag-Along Notice”) to
be delivered to each of the other Stockholders (each a “Tag-Along
Stockholder”), setting forth the price per Share to be paid by the
Purchaser, the identity of the Purchaser and the other principal terms and
conditions of the Purchaser’s offer to purchase such Shares, and each
Stockholder shall have the right to offer for sale to the Purchaser, as a
condition of such sale by the Selling Party, the same proportion of the Shares
then held by such Stockholder as the proposed sale represents with respect to
the total number of Shares that the Selling Party owns or has the right to
acquire pursuant to outstanding options, warrants or convertible securities, at
the same price per Share and on the same terms and conditions as involved in
such sale by the Selling Party.  Each Stockholder shall notify the
Selling Party of its intention to sell its Shares pursuant to this Section 2.10
as soon as practicable after receipt of the Tag-Along Notice, but in no event
later than thirty (30) days after receipt thereof.

     

     

    
      
        
        

      

      
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    (b)           In
the event that any Stockholder elects to sell its pro rata portion to the
Purchaser, the Investors shall not be obligated to execute and deliver any
document which (A) requires the Investors to make representations or warrants
regarding any aspect whatsoever of the business or prospects of the Company
and/or its Subsidiaries, provided that the Investors (so long as the Selling
Party(s) do at least the same), shall make representations and warranties to the
effect that (x) such Investor is the legal and beneficial owner(s) of the
securities being sold in the sale, free and clear of all liens, claims, security
interests, restrictions, agreements of sale or other encumbrances (other than
any imposed by this Agreement, as amended and restated, and (y) such Investor
has the capacity or power and authority to effect such sale), (B) would subject
such Investor to restrictive covenants, or (C) requires such Investor to be
obligated for any indemnification or other obligations other than (so long as
the Selling Party(s) do at least the same) (1) the obligation to join on a
pro-rata basis (but not on a joint and several basis), based on its respective
share of the aggregate proceeds paid by the Purchaser (but only up to the amount
of net proceeds actually received by such Investor in the sale), in any
indemnification that the Selling Party(s) have agreed to, and (2) any such
obligations that relate specifically to a particular Stockholder such as
indemnification with respect to representations and warranties given by a
Stockholder regarding such Stockholder’s title to and ownership of
Shares.

     

    (c)           The
Selling Party and each other Stockholder intending to sell Shares hereunder
shall sell to the Purchaser all, or at the option of the Purchaser, any part of
the Shares proposed to be sold by them at not less than the price per Share and
upon other terms and conditions, if any, not more favorable to the Purchaser
than those set forth in the Tag-Along Notice; provided,
however, that any purchase of less than all of such Shares by the
Purchaser shall be made from the Selling Party and each other Stockholder
intending to sell Shares hereunder pro rata based upon the number of Shares then
held by the Selling Party and each such other Stockholder electing to sell to
the Purchaser (calculated on a fully diluted basis).

     

    Section
2.11   Drag-Along
Rights.

     

    (a) At any
time, the Stockholders (for the purposes of this Section 2.11, the “Initiating
Stockholders”) of at least a majority of the Shares (on a fully-diluted
basis counting all issued Options, warrants and convertible securities) may, in
connection with a bona fide offer (a “Drag-Along Offer”) by
a third party who is not an Affiliate of the Company or any Stockholders (for
the purposes of this Section 2.11, a “Third Party”) to
acquire for value all of the then outstanding Shares or all or substantially all
of the assets or businesses of the Company (no matter how the transaction may be
structured), require each other Stockholder (each a “Drag-Along
Stockholder”) to sell to such Third Party all of the Shares then held by
such Stockholder or to vote their Shares in favor of such transaction if other
than a sale of Shares as provided below; provided,
however, that: (i) the Investors shall not be obligated to execute and deliver
any document which (A) requires the Investors to make representations or
warrants regarding any aspect whatsoever of the business or prospects of the
Company and/or its Subsidiaries, provided that such Investors (so long as the
Initiating Stockholders do at least the same), shall make representations and
warranties to the effect that (x) such Investor is the legal and beneficial
owner(s) of the securities being sold in the sale, free and clear of all liens,
claims, security interests, restrictions, agreements of sale or other
encumbrances (other than any imposed by this Agreement, as amended and restated,
and (y) such Investor has the capacity or power and authority to effect such
sale), (B) would subject such Investor to restrictive covenants, or (C) requires
such Investor to be obligated for any indemnification or other obligations other
than (so long as the Initiating Stockholders do at least the same) 

     

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    (1) the
obligation to join on a pro-rata basis (but not on a joint and several basis),
based on its respective share of the aggregate proceeds paid by the purchaser in
such sale (but only up to the amount of net proceeds actually received by such
Investor in the sale), in any indemnification that the Initiating Stockholders
have agreed to, and (2) any such obligations that relate specifically to a
particular Stockholder such as indemnification with respect to representations
and warranties given by a Stockholder regarding such Stockholder’s title to and
ownership of Shares; (ii) if the Initiating Stockholders elect to exercise their
rights under this Section 2.11(a), the Investors receive either cash or
marketable securities (i.e., securities that are actively publicly traded on the
NYSE, NYSE Alternext Exchange, NASDAQ or similar exchange or quotation system)
in such sale.  If the Initiating Stockholders elect to exercise their
right to compel a sale pursuant to this Section 2.11, the Initiating
Stockholders will cause a written notice of the Drag-Along Offer (the “Drag-Along Notice”)
to be delivered to each of the other Stockholders, setting forth the aggregate
consideration, the identity of the Third Party and the other principal terms and
conditions thereof.

     

    (b) The
Initiating Stockholders will have one hundred twenty (120) days from the date
the Drag-Along Notice is given to the other Stockholders to consummate the sale
to the Third Party, at the price and on the terms substantially similar to those
set forth in such Drag-Along Notice, of all of the Shares subject to the
Drag-Along Offer pursuant to Subsection (a).  If the sale to the Third
Party is not completed during such one hundred twenty (120) day period, then the
other Stockholders will be released from their obligations with respect to such
Drag-Along Notice (but not future Drag-Along transactions).

     

    (c) Subject
to Section 2.11(b), each Stockholder agrees to cast all votes to which such
Stockholder is entitled in respect of its Shares, whether at any annual or
special meeting, by written consent or otherwise, in the same proportion as
Shares are voted by the Initiating Stockholders to approve any transaction or
series of transactions in connection with which the Initiating Stockholders
exercise their rights in this Section 2.11 (including, without limitation, any
recapitalization, merger, consolidation, reorganization or sale of all or
substantially all of the assets of the Company).

     

    (d)           The
drag along provisions of this Section 2.11 shall not be
applicable to a Reverse Merger Transaction, the terms and conditions of which
shall be acceptable to all Persons who are Stockholders as at the Effective Date
of this Agreement.

     

    ARTICLE  3 -CORPORATE
GOVERNANCE

     

    Section
3.1    Board
Seats  The Board of Directors shall consist of initially of
five (5) Persons. The Investors shall at all times be entitled to elect two (2)
Persons to serve as a member of the Board of Directors, or such greater number
of Persons as shall represent not less forty percent (40%) of all of the members
of the Board of Directors (the “Investor
Designees”).  The remaining member(s) of the Board of Directors
shall be selected by the Stockholders.

     

    Section
3.2    Removal and Replacement of
Directors

     

    (a) If at any
time Investors owning a majority of the Notes owned by all of the Investors (the
“Majority
Investors”) notifies the other Stockholders of their desire to remove at
any time and for any reason (or no reason) its or his Investor Designee(s) on
the Board of Directors or replace such Investor Designee(s), then each
Stockholder shall vote all of its or his Shares so as to remove such Investor
Designee(s) and replace such removed Investor Designee(s) with the Person(s)
selected by the Majority Investors.

     

    (b) If at any
time, a vacancy is created on the Board of Directors by reason of the
incapacity, death, removal or resignation of any of a director, then the
Stockholders who initially designated such director shall designate an
individual who shall be elected to fill the vacancy until the next Stockholders
meeting.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

     

     

    Section
3.3    Board
Committees.

     

    (a)           The
Company shall establish an Investment Committee to consist to three (3) Persons,
two of which shall be Investor Designees selected by the Majority
Investors.  Such Investment Committee shall be expressly authorized to
analyze and consider acquisition and investment opportunities for the Vensure
Group and submit its recommendations to the Board of Directors for further
consideration.

     

    (b)           
The Company shall establish an Audit Committee to consist to three (3) Persons,
one of which shall be a designee of FNDM and one of which shall be an Investor
Designee selected by the Majority Investors.  Such Audit Committee
shall be expressly authorized to review all financial matters, including
financial statements, internal controls and dealings with the independent
auditors of the Company.

     

    Section
3.4    Related
Party Transactions.  The Company shall not:

     

    (a)           enter
into, amend, modify or supplement, or permit any subsidiary to enter into,
amend, modify or supplement, any agreement, transaction, commitment or
arrangement with any of the Stockholders or other Affiliate of a Stockholder or
with any individual related by blood, marriage or adoption to any such Person,
or

     

    (b)           except
for compensation payable in the ordinary course of business, pay or prepay any
indebtedness or other obligations owed to any officer, director, or Stockholder
or other Affiliate of a Stockholder

     

    (each a
“Related Party
Transaction”), unless (i)
the terms of such Related Party Transaction are fair and reasonable to the
Company and its Subsidiaries and at prevailing market rates, and (ii) such
Related Party Transaction shall be approved in advance in writing by Majority
Investors, or by all of the Investor Designees on the Board of
Directors.

     

    Section
3.5    Major
Transactions.  Notwithstanding
anything to the contrary, express or implied contained in this Agreement,
neither the Company nor any Vensure Subsidiaries may engage in any of the
actions or transactions listed on Schedule B annexed
hereto (each a “Major
Transaction”) unless the same shall have been approved in advance (a) in
writing by Majority Investors, or (b) by all of the Investor Designees on the
Board of Directors.

     

    Section
3.6    Agreement
to Vote.  By his or its execution of this Agreement, each of
the Stockholders does hereby covenant and agree to vote his or its Shares in
favor of any Reverse Merger approved and ratified by the Board of Directors of
the Company.

     

    ARTICLE  4
-  GENERAL PROVISIONS

     

    Section
4.1    Termination. This
Agreement shall terminate:

     

    (a)           as
to any one or more Stockholder, upon the Transfer of all Shares owned by such
Stockholder;

     

    (b)           as
to the Company, FNDM, the Invstors and all Stockholders, upon the occurrence of
a Liquidity Event; provided,
however, that if such Liquidity Event shall constitute a Reverse Merger,
the Parties hereto agree that the certificate of designations of Pubco in
respect of shares of Pubco Series A Preferred Stock shall contain protective
provisions substantially identical to the provisions of Schedule B annexed
hereto as it relates to Major Transactions.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

     

    Section
4.2     Legend.  Each certificate
evidencing any of the Shares shall bear a legend substantially as
follows:

     

    THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND
NOT FOR DISTRIBUTION, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE. THE
SECURITIES MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN
APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH
LAWS.

     

    THE
SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL
RESTRICTIONS ON TRANSFER AND VOTING AS SET FORTH IN THE STOCKHOLDERS AGREEMENT,
DATED SEPTEMBER __, 2009, AMONG THE COMPANY AND THE STOCKHOLDERS NAMED
THEREIN, A COPY OF WHICH MAY BE INSPECTED AT THE COMPANY’S PRINCIPAL OFFICE. THE
COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE
COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS
OF THE STOCKHOLDERS AGREEMENT.

     

    Section
4.3    Notices.  Except as
expressly set forth to the contrary in this Agreement, all notices, requests, or
consents provided for or permitted to be given under this Agreement must be in
writing and delivered by (a) personal delivery, or (b) a nationally recognized
overnight courier delivery service (such as Federal Express, UPS, DHL, or USPS
Express Mail) and a notice, request, or consent given under this Agreement is
effective on receipt by the Person to receive it.  All notices,
requests, and consents to be sent to the Company or a Stockholder must be sent
to or made at the appropriate address as held by the Company, or to such other
address as is specified by written notice to all parties
hereto.  Whenever any notice is required to be given by law or this
Agreement, a written waiver thereof, signed by the person entitled to notice,
whether before or after the time stated therein, will be deemed equivalent to
the giving of such notice.

     

    Section
4.4   Entire
Agreement.  This Agreement
constitutes the entire agreement among the Company and the Stockholders relating
to the matters contained herein and supersedes all Prior Agreements with respect
to the Company or the Shares, whether oral or written.

     

    Section
4.5    Effect of
Waiver or Consent.  A waiver or
consent, express or implied, of any breach or default by any person in the
performance of its obligations with respect to the Company is not a consent or
waiver of any other breach or default in the performance by that person of the
same or any other obligations of that person with respect to the
Company.  Failure on the part of a person to complain of any act or
omission of any person or to declare any person in breach or default with
respect to the Company, irrespective of how long that failure continues, does
not constitute a waiver by that person of its rights with respect to that
default.

     

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

     

    Section
4.6   Amendment
or Modification.  This Agreement
may be amended or modified from time to time only by the written consent of the
Company and by a writing signed by the Company and all of the
Stockholders.

     

    Section
4.7  Binding
Effect.  Subject to the
restrictions on Transfer set forth Article 2, this Agreement is binding on and
inures to the benefit of the Stockholders and their respective heirs, legal
representatives, successors, and assigns.

     

    Section
4.8  Governing
Law; Severability.  This Agreement is
governed by and will be construed in accordance with the laws of the State of
New York.  In the event of a direct conflict between the provisions of
this Agreement and (i) any provision of the Certificate of Incorporation, or
(ii) any mandatory provision of the applicable law, the applicable provision of
the Certificate of Incorporation or the applicable law will
control.  If any provision of this Agreement or the application
thereof to any person or circumstance is held invalid or unenforceable to any
extent, the remainder of this Agreement and the application of that provision to
other persons or circumstances, will not be affected thereby and that provision
will be enforced to the greatest extent permitted by law.

     

    Section
4.9   Further
Assurances.  In connection
with this Agreement and the transactions contemplated hereby, each Stockholder
will execute and deliver any additional documents and instruments and perform
any additional acts necessary or appropriate to effectuate and perform the
provisions of this Agreement and those transactions.

     

    Section
4.10 Offset.  Whenever the
Company is to pay any sum to any Stockholder, any amounts that that Stockholder
owes to the Company may be offset against and deducted from that sum before
payment.

     

    Section
4.11 Counterparts.  This Agreement
may be executed in multiple counterparts with the same effect as if all signing
parties had signed the same document.  All counterparts when signed
and assembled together will constitute a single, fully-executed
instrument.  Facsimile and .pdf executed instruments shall have the
same validity as originally executed instruments.

     

    Section
4.12 Waiver of
Jury Trial; Consent to Jurisdiction; Venue. THE COMPANY AND EACH OF
THE STOCKHOLDERS HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE (TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW) ANY RIGHTS ANY OF THEM MAY HAVE TO A
TRIAL BY JURY OF ANY DISPUTES ARISING UNDER OR RELATING TO THE VALIDITY,
CONSTRUCTION, OR ENFORCEMENT OF THIS AGREEMENT AND AGREES THAT ANY SUCH DISPUTE
SHALL BE TRIED BEFORE A JUDGE SITTING WITHOUT A JURY.  ANY ACTION OR
PROCEEDING OF ANY KIND (LEGAL, EQUITABLE OR ARBITRATION) SHALL BE BROUGHT IN THE
APPLICABLE FEDERAL OR STATE COURT LOCATED IN NEW YORK COUNTY, NEW
YORK.  EACH OF THE PARTIES HERETO IRREVOCABLY CONSENTS TO THE
JURISDICTION AND VENUE OF THE STATE AND FEDERAL COURTS LOCATED IN THE STATE OF
NEW YORK IN ACCORDANCE WITH THE REQUIREMENTS AND INTENT OF THIS SECTION
4.11.  IN CONNECTION WITH ANY ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO THE VALIDITY, CONSTRUCTION, OR ENFORCEMENT OF THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY, AND EXPRESSLY WAIVES ALL CHALLENGES TO THE
CONTRARY.

     

    Section
4.13 Attorneys’
Fees.  In
any legal action that arises out of or in connection with this Agreement, the
prevailing party or parties in any such action shall be entitled to have their
attorneys’ fees (including all related costs and expenses and all costs related
to or associated with any appeal) paid by the non-prevailing party or parties in
such action.  Any non-prevailing parties to such action shall be
liable for such reasonable attorneys’ fees, costs and expenses in proportion to
the percentage of the Company’s Common Stock owned by them (excluding any Common
Stock owned by any prevailing party or parties in such action).

     

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    Section
4.14 No
Continuation of Employment, Directorship or Independent Contractor
Status.  Nothing in this
Agreement shall create an obligation of the Company to continue any
Stockholder’s employment, directorship, independent contractor status or similar
relationship or status with the Company.

     

    Section
4.15 Incorporation
of Recitals, Schedules and Exhibits.  All
of the Recitals stated at the beginning of this Agreement and all of the
Schedules and Exhibits attached hereto are hereby incorporated by reference into
and made a part of this Agreement.

     

    Section
4.16 Acknowledgments
By Stockholders and the Company.  By executing this
Agreement, each Stockholder and the Company acknowledges and agrees that it (i)
has actual notice of all of the provisions of this Agreement, including, without
limitation, the restrictions on the transfer of Shares, (ii) has received copies
of and has read and reviewed the Company’s Certificate of Incorporation and
Bylaws, and (iii) was strongly encouraged by the Company to obtain individual
legal counsel before signing this Agreement.  Each Stockholder hereby
agrees that this Agreement constitutes adequate notice of all such provisions,
and each Stockholder hereby waives any requirement that any further notice as
required by any provision of New York law or otherwise should be
given.

     

    [SIGNATURE
PAGE FOLLOWS]

     

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

     

    IN WITNESS WHEREOF, the
undersigned parties have executed this Stockholders’ Agreement effective as of
the date first set forth above.

    


    


    VENSURE
EMPLOYER SERVICES, INC.

     

     

    By:                                                                                                                               

    Name:  Thomas
Lindsay

    Title:     President
& Chief Executive Officer

     

    FUND.COM,
INC.

     

     

    By:                                                                                                                      

    Name:  Gregory
Webster

    Title:     President
& Chief Executive Officer

    


    


     

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    
 

    Stockholders
Signature Page

     

    THE
STOCKHOLDERS:

    


    


    _______________________________________

    THOMAS
LINDSAY

     

    _______________________________________

    ROBERT
A. ATTRIDGE

     

    ________________________________________

    JOHN
IORILLO

    


    


    ________________________________________

    ROBERT
G. MORLEY

    


    


    ________________________________________

    GUY
ARCHAMBEAU

    


    


    _______________________________________

    RYAN
SCOTT

    


    


    ________________________________________

    MATTHEW
TONIOLI

     

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

     

    Investors
Signature Page

     

    THE
INVESTORS:

    


     

    NATPROV
HOLDINGS, INC.

     

     

    By:__________________________________

    John
Greenwood, President

    


     

     

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    
 

    


    SCHEDULE
A

    


    LIST
OF SHAREHOLDERS

    


    


    
      	
              Name
      of Stockholder

            	
              Address

            	
              City

            	
              State

            	
              Zip
      Code

            
	 
      	 
      	 
      	 
      	 
      
	
              Robert
      A. Attridge

            	 
      	 
      	 
      	 
      
	
              John
      Iorillo

            	 
      	 
      	 
      	 
      
	
              Thomas
      Lindsay

            	 
      	 
      	 
      	 
      
	
              Robert
      G. Morley

            	 
      	 
      	 
      	 
      
	
              Ryan
      Scott

            	 
      	 
      	 
      	 
      
	
              Matthew
      Tonioli

            	 
      	 
      	 
      	 
      
	
              Guy
      Archambeau

            	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      


    

    


    


    
      	
              Name
      of Stockholder

            	
              Number
      of Shares of Common Stock

            	
              Fully
      Diluted Percentage

               

            
	
              Robert
      A. Attridge

            	 
      	 
      
	
              John
      Iorillo

            	 
      	 
      
	
              Thomas
      Lindsay

            	 
      	 
      
	
              Robert
      G. Morley

            	 
      	 
      
	
              Ryan
      Scott

            	 
      	 
      
	
              Matthew
      Tonioli

            	 
      	 
      
	
              Guy
      Archambeau

            	 
      	 
      


    

     

     

     

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

    
 

    SCHEDULE
B

    


    MAJOR
TRANSACTIONS

    


    1.           Any
amendment or modification of the Company’s Certificate of Incorporation or
by-laws.

    


    2.           Any
amendment to the Investment Agreement, the FNDM Securities Purchase Agreement or
any other Transaction Document constituting an exhibit to the Investment
Agreement.

    


    3.           Any
amendment or modification to the Certficate of Incorporation of the
Company.

    


    4.           Any
amendment to the terms and conditions of the Series A Preferred
Stock.

    


    5.           Creating
or issuing any securities that are senior to the Series A Preferred
Stock.

    


    6.           The
acquisition of the securities, assets, properties or business of any Person
involving consideration or other expenditures with a value equal to or greater
than $25,000 or involving the issuance of securities of the Company having value
greater than $25,000.

     

    7.           The
issuance or sale of any shares of capital stock or other securities of the
Company or any Company Subsidiary.

     

    8.           Any
change the fundamental nature of the business of the Company and its
Subsidiaries, as contemplated by the Investment Agreement and related
Transaction Documents.

     

    9.           The
redemption, repurchase or other acquisition for value (or payment or setting
aside of a sinking fund for such purpose), or the declaration of setting aside
of funds for the payment of any dividend with respect to, any shares of capital
stock of the Company or any Company Subsidiary, except for repurchases of shares
of Common Stock from employees, officers, directors or consultants pursuant to
agreements currently in force in which the Company has the right to repurchase
such shares, such as termination of employment.

     

    10.           The
sale, assignment, license, lease or other disposal of all or substantially all
of the assets of the Company or any of the Company Subsidiaries, or the consent
to any liquidation, dissolution or winding up of the Company or any Company
Subsidiaries, except that any wholly-owned Company Subsidiary may merge into or
consolidate with any other wholly-owned Company Subsidiary or transfer assets to
any other wholly-owned Company Subsidiary and any wholly-owned Company
Subsidiary may transfer assets to the Company.

     

    11.           Any
change in the number of Persons constituting all of the members of the Board of
Directors of the Company.

     

    12.           Any
change in the senior executive officers of the Company and the Company
Subsidiaries, including the termination or hiring of any senior executive
officer of the Company or any Company Subsidiary.

     

    13.           The
pledge of any assets of the Company or any Company Subsidiaries to secured
indebtedness in excess of $25,000.

     

    14.           Except
for (a) indebtedness incurred in connection with capital lease and/or real
estate lease obligations incurred in the ordinary course of business, or (b)
indebtedness existing as at the date hereof (collectively, “Excluded
Indebtedness”), the creation, incurrence, assumption, guarantee or
otherwise becoming liable or obligated with respect to any indebtedness on
behalf of the Company and any Company Subsidiary in an amount greater than
$25,000; provided, that, except for Excluded Indebtedness, the aggregate of all
such indebtedness outstanding at any one time shall not exceed an aggregate of
$100,000, without the prior written approval of the Majority Investors, or all
of the Investor Designees on the Board of Directors of the Company.

     

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    15.           The
sale, transfer, conveyance or disposal of assets in excess of
$100,000;

     

    16.           The
consummation of any Liquidity Event or the entering into any agreement or
commitment to consummate a Liquidity Event.

     

    17.           The
consummation of any Related Party Transaction or the entering into any agreement
or commitment to consummate a Related Party Transaction.

     

    18.           Any
increase of the annual rate of compensation of any executive officer of the
Company or any Company Subsidiary or the payment of any bonus to such Person,
except for (a) annual salary increases not to exceed 5% per annum, or (b)
increases set forth in employment agreements which have been previously approved
by the Majority Investors, or all of the Investor Designees on the Board of
Directors of the Company.

    


    19.           The
creation, amendment or modification of any stock option plan or any profit
sharing or stock incentive or other equity based compensation plan or
program.

    


    
 

     

     

     20