Exhibit 10.4


 


EXECUTION COPY


 


EXECUTIVE
EMPLOYMENT AGREEMENT


 


This
Executive Employment Agreement (“Agreement”) is entered into on October 7, 2016 (the
“Execution Date”), by and between Snap Interactive, Inc., a Delaware corporation
(the “Company”), and Jason Katz (“Executive”). In
consideration of the mutual promises and covenants contained in this Agreement, the parties agree as follows:


 


1.
Agreement to Employ. The Company desires to secure the services of Executive as its President and Chief
Operating Officer as well as the Chairman of the Company’s Board of Directors (the “Board”) (“President,
COO & Chairman”). The Company and Executive desire to enter into this Agreement to, among other things, set
forth the terms of Executive's employment with the Company. The Company and Executive acknowledge that this Agreement supersedes
any other offer, agreement or promises made by anyone, specifically concerning the offer of employment by the Company, and this
Agreement comprises the complete agreement between Executive and the Company concerning Executive's employment by the Company.


 


2.
Term of Agreement. This Agreement shall be binding upon and enforceable against the Company and Executive
immediately when both parties execute the Agreement. The Agreement's stated term and the employment relationship created hereunder
will begin on the Execution Date and will remain in effect for one (1) year, unless earlier terminated in accordance with Section
9 (the “Initial Employment Term”). This Agreement shall be automatically renewed
for successive one (1) year terms after the Initial Employment Term (each a “Renewal Term”), unless
terminated by either party upon written notice (“Non-Renewal Notice”) given at least
ninety (90) days before the end of the Initial Employment Term or any Renewal Term, as applicable, or unless earlier terminated
in accordance with. Section 9. The period during which Executive is employed under this Agreement (including any Renewal Term(s))
will be referred to as the “Employment Period.”


 


3.
Surviving Agreement Provisions. Notwithstanding any provision of this Agreement to the contrary, the
parties' respective rights and obligations under Sections 6 through 12 shall survive any termination or expiration of this Agreement
or the termination of Executive's employment for any reason whatsoever.


 


4.
Services to be Provided by Executive.


 


(a)
Position and Responsibilities. Executive’s services hereunder will commence as of the Execution Date. Subject
to the Agreement’s terms, Executive agrees to serve the Company as its President, COO & Chairman. Executive shall have
the duties and privileges customarily associated with executives occupying the role of President, COO & Chairman, and Executive
shall perform all reasonable acts customarily associated with such roles, or necessary and/or desirable to protect and advance
the best interests of the Company. Executive will report to the Board. Executive agrees to devote substantially all his business
time to the business of the Company (except as provided below).


 


(b)
Executive’s Employment Representations. Executive agrees that he (i) shall not serve as a member of any
board of directors, or as a trustee of, or in any manner be affiliated with, any present or future agency or organization (except
for civic, religious, and not for profit organizations) without the consent of the Board (which consent will not be unreasonably
withheld); (ii) will serve as an Executive of the Company; and (iii) shall not, directly or indirectly, have any interest in,
or perform any services for, any business competing with or similar in nature to the Company's business as set forth in Section
7. Executive further represents to the Company that (i) he is not violating and will not violate any contractual, legal, or fiduciary
obligations or burdens to which Executive is subject by entering into this Agreement or providing services under the Agreement's
terms; (ii) Executive is under no contractual, legal, or fiduciary obligation or burden that he will allow to interfere with Executive's
ability to perform services under the Agreement's terms; and (iii) he has no bankruptcies, convictions, disputes with regulatory
agencies, or other disclosable or disqualifying events that would impact the Company or its ability to conduct securities offerings.
Notwithstanding anything to the contrary herein, nothing shall prevent or restrict Executive’s ownership of, serving as
a board member or a trustee for, or providing services (in any capacity) to, any entity (or derivative thereof) for which he currently
has an equity interest and provides such services, provided that such activities: (A) do not reasonably interfere with his material
services to the Company and (B) such entities are not competing businesses with the Company as set forth in Section 7.


 






     

     

    

 


5.
Compensation for Services. As compensation for the services Executive will perform under this Agreement
during the Employment Period, the Company will pay Executive, and Executive shall accept as full compensation, the following:


 


(a)
Base Salary. Executive shall receive an annualized base salary (“Base Salary”) of One Hundred Eighty Thousand
Dollars (US $180,000), commencing as of the Effective Date and prorated for any partial years of employment. Additionally, the
Company will review Executive’s Base Salary at least annually during the Employment Period, and, in the sole discretion
of the Board, may increase (but not decrease) such Base Salary from time to time, but shall not be obligated to effectuate such
an increase. Executive’s compensation shall be subject to all appropriate federal and state withholding taxes and shall
be payable in accordance with the Company’s normal payroll procedures.


 


(b)
Bonus Compensation.


 


(i)
for the 2016 calendar year, Executive shall be eligible to receive an annual incentive bonus (the “Annual Incentive Bonus”)
of at least Twenty-Five Thousand Dollars (US $25,000) as follows:


 


(A)
Twenty-Five Thousand Dollars (US $25,000) of such Annual Incentive Bonus is guaranteed and shall be paid to Executive during the
annual review period (generally January or February) in 2017, provided Executive is employed by the Company on the date the Annual
Incentive Bonus is paid; and


 


(B)
the Board shall determine, in its sole discretion, if any additional amount should be paid to Executive as part of his Annual
Incentive Bonus, and the Company shall pay such additional amounts (if any) at the same time as the guaranteed portion described
above in (A), provided that Executive is employed by the Company on the date the Annual Incentive Bonus is paid. As soon as practicable
after the Execution Date, the Board will endeavor in good faith to formulate benchmarks and/or targets on the basis of which the
non-guaranteed portion of the Annual Incentive Bonus will be determined, and the Board will promptly communicate those benchmarks
and/or targets, in writing, to Executive.


 


(ii)
Annual incentive bonuses awarded to Executive for subsequent calendar years shall be determined by the Board, based on criteria
to be established jointly by the Board and Executive. Each such annual incentive bonus shall be payable during the annual review
period (generally January or February) in the calendar year following the calendar year to which the annual incentive bonus relates,
provided Executive is employed by the Company on such payment date.


 


(c)
Reserved.


 


(d)
Vacation. During the Employment Period, Executive shall be entitled to five (5) weeks paid vacation annually.
Vacation shall be taken at such times and intervals as shall be determined by Executive, subject to the reasonable business needs
of the Company. Upon the termination of Executive's employment, for any reason, Executive will forfeit any accrued but unused
vacation.


 


(e)
Reserved.


 


(f)
Reserved.


 


(g)
Other Benefits and Perquisites. Executive shall be entitled to participate in the-benefit plans provided by the
Company for all employees generally, and for the Company's executive employees. The Company shall be entitled to change or terminate
these plans in its sole discretion at any time. Any reimbursement of expenses made under this Agreement shall only be made for
eligible expenses (including transportation and cellular service expenses as set forth above) incurred during the Employment Period,
and no reimbursement of any expense shall be made by the Company after December 31st of the year following the calendar year in
which the expense was incurred. The amount eligible for reimbursement under this Agreement during a taxable year may not affect
expenses eligible for reimbursement in any other taxable year, and the right to reimbursement under this Agreement is not subject
to liquidation or exchange for another benefit. Executive will comply with the Company's policies regarding these benefits, including
all Internal Revenue Service rules and requirements.


 


(h)
Withholdings and Deductions. The compensation described in this Section 5 is subject to all legally required and
authorized withholdings and deductions.


 


(i)
2016 Equity Award. The Company intends to consider a grant of stock options to Executive prior to December 31, 2016 (the “Stock
Option”).


 






    	 	2	 



     

    

 


6.
Confidential Information. 


 


(a)
Confidential Information. The Company shall provide Executive with confidential information and trade secrets
of the Company (hereinafter referred to as “Confidential Information”) and shall place
Executive in a position to develop and have ongoing access to Confidential Information of the Company, shall entrust Executive
with business opportunities of the Company, and shall place Executive in a position to develop business goodwill on behalf of
the Company. For purposes of this Agreement, Confidential Information includes, but is not limited to:


 


(i)
Technologies developed by the Company and any research data or other documentation related to the development of such technologies,
including all designs, ideas, concepts, improvements, product developments, discoveries and inventions, whether patentable or
not, that are conceived, developed or acquired by Executive, individually or in conjunction with others during the period of Executive's
employment by the Company;


 


(ii)
All documents, drawings, memoranda, notes, records, files, correspondence, manuals, models, specifications, computer programs,
E-mail, voice mail, electronic databases, maps, logs, drawings, models and all other writings or materials of any type embodying
any of such information, ideas, concepts, improvements, discoveries, inventions and other similar forms of expression that are
conceived, developed or acquired by Executive individually or in conjunction with others during the Employment Period (whether
during business hours or otherwise and whether on any Company premises or otherwise) that relate to the Company's business, trade
secrets, products or services;


 


(iii)
Customer lists and prospect lists developed by the Company;


 


(iv)
Information regarding the Company's customers which Executive acquired as a result of his employment with the Company, including
but not limited to, customer contracts, work performed for customers, customer contacts, customer requirements and needs, data
used by the Company to formulate customer bids, customer financial information, and other information regarding the customer's
business;


 


(v)
Information related to the Company's business, including but not limited to marketing strategies and plans, sales procedures,
operating policies and procedures, pricing and pricing strategies, business plans, sales, profits, and other business and financial
information of the Company;


 


(vi)
Training materials developed by and utilized by the Company; and


 


(vii)
Any other information that Executive acquired as a result of his employment with the Company and which Executive has a reasonable
basis to believe the Company would not want disclosed to a business competitor or to the general public.


 


Executive
understands and acknowledges that such Confidential Information gives the Company a competitive advantage over others who do not
have the information, and that the Company would be harmed if the Confidential Information were disclosed.


 


The
Company hereby notifies Executive in accordance with the Defend Trade Secrets Act of 2016 that Executive will not be held criminally
or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (a) is made (i) in confidence
to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose
of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document that is filed under
seal in a lawsuit or other proceeding. The Company further notifies Executive that if Executive files a lawsuit for retaliation
against the Company for reporting a suspected violation of law, Executive may disclose the Company’s trade secrets to Executive’s
attorney and use the trade secret information in the court proceeding if Executive: (a) files any document containing the trade
secret under seal; and (b) does not disclose the trade secret, except pursuant to court order.


 


(b)
Disclosure Of Confidential Information. Executive agrees that he shall hold all Confidential Information of the
Company in trust for the Company and shall not during or after his employment terminates for any reason: (a) use the information
for any purpose other than the benefit of the Company; or (b) disclose to any person or entity any Confidential Information of
the Company except as necessary during Executive's employment with the Company to perform services on behalf of the Company. Executive
shall also take reasonable steps to safeguard such Confidential Information and to prevent its disclosure to unauthorized persons.


 






    	 	3	 



     

    

 


(c)
Return Of Information. Upon termination of employment, or at any earlier time as directed by the Company, Executive
shall immediately deliver to the Company any and all Confidential Information in Executive's possession, any other documents or
information that Executive acquired as a result of his employment with the Company and any copies of any such documents/information.
Executive shall not retain any originals or copies of any documents or materials related to the Company's business, which Executive
came into possession of or created as a result of his employment with the Company. Executive acknowledges that such information,
documents and materials are the exclusive property of the Company. In addition, upon termination of employment, or at any time
earlier as directed by the Company, Executive shall immediately deliver to the Company any property of the Company in Executive's
possession.


 


7.
Restrictive Covenants. In consideration for (i) the Company's promise to provide Confidential
Information to Executive, (ii) the substantial economic investment made by the Company in the Confidential Information and goodwill
of the Company, and the business opportunities disclosed or entrusted to Executive, (iii) the compensation and other benefits
provided by the Company to Executive, and (iv) the Company's employment of Executive pursuant to this Agreement, and to protect
the Company's Confidential Information, Executive agrees to enter into the following restrictive covenants.


 


(a)
Non-Competition. Executive agrees that, during the Employment Period and during the Non-Competition Period
(defined below), other than in connection with his duties under this Agreement, he shall not, without the prior written consent
of the Company, directly or indirectly, either individually or as a principal, partner, stockholder, manager, agent, consultant,
contractor, employee, lender, investor, or as a director or officer of any corporation or association, or in any other manner
or capacity whatsoever, become employed by, control, carry on, join, lend money for, operate, engage in, establish, perform services
for, invest in, solicit investors for, consult for, do business with or otherwise engage in the Company's Business (defined below)
within the Restricted Area (defined below). Notwithstanding the foregoing, Executive shall be permitted during the Employment
Period to own, directly or indirectly, solely as an investment, securities of any organization or entity, which are traded on
any national securities exchange or NASDAQ if Executive is not the controlling shareholder, or a member of a group that controls
such organization or entity, and directly or indirectly, does not own three percent (3%) or more of any class of securities of
such organization or entity.


 


For
purposes of this Agreement:


 


“Non-Competition
Period” means a period of twenty-four (24) months immediately following the date of Executive's
termination from employment for any reason.


 


“Non-Solicitation
Period” means a period of twenty-four (24) months immediately following the date of Executive's termination
from employment for any reason.


 


“Business” means
the business of establishing and/or providing online dating services, and any other business in which the Company is actually
engaged as of the date Executive's employment terminates and as to which Executive participated or had knowledge of Confidential
Information.


 


“Restricted
Area” means, because the Company's business is nationwide, Executive's responsibilities are nationwide
in scope, and Executive has access to the Company's Confidential Information on a nationwide basis, all States comprising the
United States, and any other geographic area in which the Company conducts business and for which Executive has responsibilities
during Executive's employment.


 


(b)
Non-Solicitation. Executive agrees that, during the Employment Period and during the Non-Solicitation Period,
other than in connection with his duties under this Agreement, Executive shall not, directly or indirectly, either as a principal,
manager, agent, employee, consultant, officer, director, stockholder, partner, investor or lender or in any other capacity, and
whether personally or through other persons:


 


(i)
Solicit business from, interfere with, attempt to solicit business with, or do business with any customer and/or business partner
of the Company with whom the Company did business or who the Company solicited within the preceding two (2) years, and who or
which: (1) Executive contacted, called on, serviced or did business with during Executive's employment at the Company; (2) Executive
learned of solely as a result of Executive's employment with the Company; or (3) about whom Executive received Confidential Information.
The parties acknowledge and agree that, for purposes of this Agreement, the term “customer” does not include actual
or potential consumers or users of the Company's services, including its online dating services. This restriction in this Section
7(b)(i) applies only to the Business (as defined above) of the Company or any affiliate thereof; or


 






    	 	4	 



     

    

 


(ii)
Solicit, induce or attempt to solicit or induce, engage or hire, on behalf of himself or any other person or entity, any person
who is an employee or consultant of the Company or who was employed by the Company within the preceding twelve (12) months.


 


Notwithstanding
the foregoing, the restrictions contained in this Section shall not apply to any individual who is a family member.


 


(c)
 Non-Disparagement. Executive agrees that the Company's goodwill and reputation are assets of great value to the Company
and its affiliates which were obtained through great costs, time and effort. Therefore, Executive agrees that during his employment
and after the termination of his employment, Executive shall not in any way, directly or indirectly, publicly disparage, libel
or defame the Company, its beneficial owners or its affiliates, their respective business or business practices, products or services,
or employees.


 


(d)
Tolling. If Executive violates any of the restrictions contained in this Section 7 (other than subsection (c)
of this Section 7), the Non-Competition Period and/or Non-Solicitation Period, as applicable, shall be suspended and will not
run in favor of Executive from the time of the commencement of any violation until the time when Executive cures the violation
to the reasonable satisfaction of the Company.


 


(e)
Remedies. Executive acknowledges that the restrictions contained in Sections 6 and 7 of this Agreement, in view
of the nature of the Company's business and his position with the Company, are reasonable and necessary to protect the Company's
legitimate business interests and that any violation of Sections 6 and 7 of this Agreement would result in irreparable injury
to the Company. In the event of a breach by Executive of Sections 6 or 7 of this Agreement, then the Company shall be entitled
to (i) a temporary restraining order and injunctive relief restraining Executive from the commission of any breach, and/or (ii)
recover attorneys' fees, expenses and costs the Company incurs in such action. Further, if the Company prevails in any action
brought by Executive (or anyone acting on his behalf) seeking to declare any term in this Section 7 void or unenforceable or subject
to reduction or modification, then the Company shall be entitled to recover attorneys' fees, expenses and costs the Company incurs
in such action.


 


(f)
Reformation. The courts shall be entitled to modify the duration and scope of any restriction contained herein
to the extent such restriction would otherwise be unenforceable, and such restriction as modified shall be enforceable. Executive
acknowledges that the restrictions imposed by this Agreement are legitimate, reasonable and necessary to protect the Company's
investment in its businesses and the goodwill thereof Executive acknowledges that the scope and duration of the restrictions contained
herein are necessary and reasonable in light of the time that Executive has been engaged in the business of the Company, Executive's
reputation in the markets for the Company's business and Executive's relationship with the suppliers, customers and clients of
the Company.


 


8.
Trading Restrictions. Executive will be subject to trading and sales volume limitations in accordance with (a) applicable
law, including Rule 144 under the Securities Act of 1933 as amended; and (b) such written insider trading policies as the Board
may adopt and promulgate for Company employees generally.


 


9.
Termination of Agreement. The employment relationship between Executive and the Company created
under this Agreement shall terminate before the expiration of the stated term of this Agreement upon the occurrence of any one
of the following events:


 


(a)
Death or Permanent Disability. This Agreement, and Executive's employment, shall be terminated effective on the
death or permanent disability of Executive. For this purpose, “permanent disability” shall mean that Executive is,
by reason of any medically determinable physical or mental impairment that be expected to result in death or can be expected to
last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less
than three (3) months under an accident and health plan covering employees of the Company or is determined to be totally disabled
by the U.S. Social Security Administration.


 






    	 	5	 



     

    

 


(b)
Termination for Cause. The Company shall have the option to terminate Executive's employment during the Employment
Period, effective upon written notice of such termination to Executive, for Cause as the Company determines. Under the Agreement,
termination for “Cause” means the Company's termination of Executive's employment
upon the occurrence of any of the following events:


 


(i)
Any act of fraud, misappropriation or embezzlement by Executive regarding any aspect of the Company's business;


 


(ii)
The material breach by Executive of any Agreement provision and the failure of Executive to cure the same in all material respects
within thirty (30) days after written notice thereof from the Board;


 


(iii)
The conviction of Executive by a court of competent jurisdiction of a felony or a crime involving moral turpitude;


 


(iv)
The intentional and material breach by Executive of any non-disclosure or non-competition/non-solicitation provision of any agreement
to which Executive and the Company or any of its subsidiaries are parties;


 


(v)
The substantial failure by Executive to perform in all material respects his duties and responsibilities (other than as a result
of death or disability) and the failure of Executive to cure the same in all material respects within thirty (30) days after written
notice thereof from the Board;


 


(vi)
The failure or refusal of Executive to follow the lawful directives of the Company, which, if curable, Executive failed or refused
to cure within thirty (30) days after written demand is delivered;


 


(vii)
Willful conduct by Executive that is materially injurious to the Company;


 


(viii)
Acceptance of employment with any employer other than the Company except upon written permission of the Board; or


 


(ix)
The breach by Executive of his fiduciary duties to the Company.


 


Prior
to any termination for Cause, the Company shall give Executive an opportunity to appear before the Board (with personal counsel,
if Executive so chooses) in order to be heard on the matter. The Company shall provide Executive with a written notice of termination,
which can be provided on the date of termination. In the event Executive's employment is terminated for Cause under this Agreement,
Executive shall be entitled to the compensation provided in Section 10(a) below.


 


(c)
Termination by the Company without Cause. The Company may terminate this Agreement without Cause at any time upon
thirty (30) days' written notice to Executive, during which period Executive shall not be required to perform any services for
Employer other than to assist the Company in training his successor and generally preparing for an orderly transition; PROVIDED,
HOWEVER, that Executive shall be entitled to compensation upon such termination as provided in Sections 10(a) and (b) below.


 


(d)
Termination by Executive for Good Reason. Executive may terminate his employment at any time for Good Reason.
For purposes of this Agreement, “Good Reason” shall mean any of the following without
Executive’s prior written consent: (i) Executive's being required to report to a regular place of employment outside New
York, New York; (ii) the Company's material breach of any of the terms and conditions of this Agreement; or (iii) a detrimental
and material change in Executive's title, compensation, duties, or responsibilities (other than the reassignment of Executive's
CFO responsibilities upon the Company's hiring of a full-time CFO, as provided in Section 4(a) of this Agreement); provided,
however, that within ninety (90) days following Executive's learning of such Good Reason, (1) the Company shall be given written
notice of Executive's intent to terminate his employment under this paragraph, and (2) the Company shall have thirty (30) days
from receipt of such written notice to cure any such breach or change to the reasonable satisfaction of Executive. Upon such termination
for Good Reason, Executive shall be entitled to compensation as provided in Sections 10(a) and (b) below.


 


(e)
Termination by Executive Other Than for Good Reason. Executive may terminate this Agreement other than for Good
Reason at any time upon forty-five (45) days' written notice to the Company. Upon termination of this Agreement, the Company shall
have no obligation to Executive other than as set forth in Section 10(a).


 


(f)
Separation from Service. For purposes of this Agreement, including, without limitation, Sections 10 and 11, any
references to a termination of Executive's employment shall mean a “separation from service” as defined by Section
409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the Treasury Regulations
and other guidance issued thereunder.


 






    	 	6	 



     

    

 


10.
Compensation Upon Termination. Upon the termination of Executive's employment under this Agreement
before the expiration of the stated term in this Agreement, Executive shall be entitled to the following:


 


(a)
Compensation Upon Termination for Any Reason. Upon termination of Executive's employment during the Employment
Period before the expiration of the stated term hereof for any reason, Executive shall be entitled to the following within thirty
(30) days of such termination:


 


(i)
Salary. The Base Salary earned by him before the effective date of termination as provided in Section 5(a) (including salary
payable during any applicable notice period), prorated on the basis of the number of full days of service rendered by Executive
during the salary payment period to the effective date of termination; and


 


(ii)
Unreimbursed Business Expenses; Company Benefit Plans. Any unreimbursed reasonable business expenses and any amounts to
which Executive is entitled to under the Company's benefit plans in accordance with their terms.


 


(b)
Additional Compensation and Benefits Upon Non-Renewal by the Company or Upon Termination by the Company Without Cause or by
Executive for Good Reason. If, at any time, (i) the Company elects not to renew this Agreement for any Renewal Term and Executive’s
employment terminates as a result of such non-renewal, , (ii) the Company terminates Executive’s employment without Cause
(as defined in Section 9(b) above), or (iii) Executive terminates his employment for Good Reason (as defined in Section 9(d) above),
then the Company shall, subject to Executive’s execution of a general release of claims in favor of the Company and subject
to Executive’s compliance with Section 6 and Section 7, provide to Executive, in addition to the amounts set forth in Section
10(a) above, an amount equal to three (3) months of Executive’s then-current annualized Base Salary, payable in three (3)
equal monthly installments commencing on the Company’s first regular payroll date after the release of claims provided by
Executive has become effective and binding upon Executive, provided, that, if the maximum forty-five (45) day consideration period
and revocation period described in Section 10(d) spans two tax years, then the payments shall commence in the second tax year.
Additionally, if Executive is eligible and timely elects to continue his health insurance coverage pursuant to the COBRA statute,
and subject to Executive’s execution of the release of claims referred to above, the Company will continue to pay its portion
of Executive’s monthly health insurance premiums for the earlier of (A) the three (3) months following the effective date
of termination of Executive’s employment or, (B) the date Executive’s coverage under such group health plans terminates
for any reason; provided that the Company’s payment of such premiums shall be limited to the same proportion of the cost
of coverage under the Company’s group health plans as the Company pays on behalf of its employees generally (the “COBRA
Entitlement”).


 


Executive
shall have no obligation to mitigate any severance obligation of the Company under this Agreement by seeking new employment. The
Company shall not be entitled to set off or reduce any severance payments owed to Executive under this Agreement by the amount
of earnings or benefits received by Executive in future employment.


 


Notwithstanding
the foregoing, with respect to any stock options, restricted stock, or other plans or programs in which Executive is participating
at the time of termination of his employment, Executive's rights and benefits under each of these plans shall be determined in
accordance with the terms, conditions, and limitations of the plans and any separate agreement executed by Executive which may
then be in effect.


 


(c)
Penalty for Breach of Covenants. For any period of time that Executive is in breach of Section 6 or Section
7, the Company shall not be obligated to pay any severance payments referenced in this Agreement, the Company's severance obligations
shall terminate and expire, and the Company shall have no further obligations to Executive from and after the date of such breach.
Additionally, the Company may recover any severance pay previously paid to Executive for the period of time that Executive was
in breach of Section 6 or Section 7. The Company shall have all other rights and remedies available under this Agreement or any
other agreement at law or in equity.


 


(d)
Release. Payment of any of the amounts described in this Section 10 is conditioned upon Executive's execution of a Waiver
and Release of Claims in the form attached hereto as Exhibit A relating to the period of Executive's employment with the
Company, within the forty-five (45) day period following the end of Executive's employment and not revoking such Waiver and Release
of Claims during any applicable revocation period.


 






    	 	7	 



     

    

 


11.
Compensation Upon Change in Control.


 


(a)
Change in Control. For purposes of this Agreement, a “Change in Control” of
the Company occurs upon a change in the Company's ownership or the ownership of a substantial portion of its assets, as follows:


 


(i)
Change in Ownership. A change in ownership of the Company occurs on the date that any Person, other than (1) the Company
or any of its subsidiaries, (2) a trustee or other fiduciary holding securities under an employee benefit plan of the Company
or any of its Affiliates, (3) an underwriter temporarily holding stock pursuant to an offering of such stock, or (4) a corporation
owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of
the Company's stock, acquires ownership of the Company's stock that, together with stock held by such Person, constitutes more
than 50% of the total fair market value or total voting power of the Company's stock However, if any Person is considered to own
already more than 50% of the total fair market value or total voting power of the Company's stock, the acquisition of additional
stock by the same Person is not considered to be a Change of Control;


 


(ii)
Change in Ownership of Substantial Portion of Assets. A change in the ownership of a substantial portion of the Company’s
assets occurs on the date that a Person acquires (or has acquired during the twelve (12) month period ending on the date of the
most recent acquisition by such Person) all or a substantial portion of the assets of the Company, by reason of any sale, lease,
exchange or other transfer of the assets of the Company. For purposes hereof, a “substantial portion of the assets of the
Company” shall mean any portion of the Company’s overall assets representing more than fifty percent (50%) of the
fair market value of the Company’s overall assets. However, there is no Change in Control when there is such a transfer
to an entity that is controlled by the shareholders of the Company immediately after the transfer, through a transfer to (1) a
shareholder of the Company (immediately before the asset transfer) in exchange for or with respect to the Company’s stock;
(2) an entity, at least 50% of the total value or voting power of the stock of which is owned, directly or indirectly, by the
Company; (3) a Person that owns directly or indirectly, at least 50% of the total value or voting power of the Company’s
outstanding stock; or (4) an entity, at least 50% of the total value or voting power of the stock of which is owned by a Person
that owns, directly or indirectly, at least 50% of the total value or voting power of the Company’s outstanding stock.


 


For
purposes of paragraphs (i) and (ii):


 


“Person” shall
have the meaning given in Section 7701(a)(1) of the Code. Person shall include more than one Person acting as a group as defined
by the Treasury Regulations issued under Section 409A of the Code.


 


“Affiliate” shall
have the meaning set forth in Rule 12b-2 promulgated under Section 12 of the Securities Exchange Act of 1934, as amended.


 


The
provisions of this Section 11(a) shall be interpreted in accordance with the requirements of the Treasury Regulations under Section
409A of the Code, it being the intent of the parties that this Section 11(a) shall be in compliance with the requirements of said
Code Section and said Treasury Regulations. Notwithstanding, anything in this Agreement to the contrary, the transaction contemplated
in the Agreement and Plan of Merger between SNAP Interactive, Inc., SAVM Acquisition Corporation, and A.V. M. Software, Inc. and
Jason Katz, as the Company Representative, dated as of September 13, 2016 (the “Merger”) shall not be
deemed a Change in Control for purposes of this Agreement.


  


(b)
Benefits Upon Termination Following Change in Control.


 


(i)
Severance Benefits. If, during the sixty (60) day period immediately prior to a Change in Control or during the one year
period beginning on the date of a Change in Control (the “Change Period”), (A) Executive's
employment is terminated by the Company (or by the acquiring or successor business entity following a Change in Control) other
than for Cause (as defined in. Section 9(b) above), or (B) Executive terminates his employment with the Company (or with the acquiring
or successor business entity following a Change in Control) for Good Reason (as defined in Section 9(d) above), then Executive
shall receive, in lieu of the severance benefits described in Section 10(b) above and subject to Executive's execution of a general
release of claims as provided in Section 11(d) below, a severance benefit in an amount equal to three (3) months of Executive’s
annualized Base Salary (specified in Section 5(a)) as in effect on the date of the Change in Control plus three (3) month of the
COBRA Entitlement.


 






    	 	8	 



     

    

 


(ii)
No Payments Upon Breach. The Company shall have no obligation to provide Executive with any severance compensation under
this Section 11 if Executive is in breach or violation of any of the covenants contained in Sections 6 or 7, which are applicable
to Executive at the time of the severance payment.


 


(iii)
No Duplication of Payment. The payment of severance benefits under this Section 11 shall be in lieu of, and not in addition
to, any payments under Section 10(b).


 


(iv)
Time and Form of Payment. Except as otherwise provided by Section 12, the Company shall pay the severance amount referenced
in Section 11(b)(i) in a lump sum on the date that is sixty (60) days after the date of Executive's termination.


 


(v)
Notwithstanding the foregoing, with respect to any stock options, restricted stock, or other plans or programs in which Executive
is participating at the time of termination of his employment, Executive's rights and benefits under each such plan shall be determined
in accordance with the terms, conditions, and limitations of the plan and any separate agreement executed by Executive which may
then be in effect


 


(c)
No Mitigation or Offset. Executive shall not be required to mitigate the amount of any payment provided for
in this Section 11 by seeking other employment or otherwise. The Company shall not be entitled to set off or reduce any severance
payments owed to Executive under this Section 11 by the amount of earnings or benefits received by Executive in future employment.


 


(d)
Release. Payment of any of the amounts described in this Section 11 is conditioned upon Executive's execution of a Waiver and
Release of Claims in the form attached hereto as Exhibit A relating to the period of Executive's employment with the Company,
within the forty-five (45) day period following the end of Executive's employment and not revoking such Waiver and Release of
Claims during any applicable revocation period.


 


12.
Other Provisions.


 


(a)
Remedies; Legal Fees. Each of the parties to this Agreement shall be entitled to enforce his or its rights under
this Agreement, specifically, to recover damages by reason of any breach of any provision of this Agreement and to exercise all
other rights existing in his or its favor. In any action resulting from a breach of this Agreement, the prevailing party shall
be entitled to recover his or its attorneys' fees.


 


(b)
Limitations on Assignment. In entering into this Agreement, the Company is relying on the unique personal services
of Executive; services from another person will not be an acceptable substitute. Except as provided in this Agreement, Executive
may not assign this Agreement or any of the rights or obligations set forth in this Agreement without the explicit written consent
of the Company. Any attempted assignment by Executive in violation of this Section 12(b) shall be void. Except as provided in
this Agreement, nothing in this Agreement entitles any person other than the parties to the Agreement to any claim, cause of action,
remedy, or right of any kind, including, without limitation, the right of continued employment.


 


(c)
Severability and Reformation. The parties intend all provisions of this Agreement to be enforced to the fullest
extent permitted by law. If, however, any provision of this Agreement is held to be illegal, invalid, or unenforceable under present
or future law, such provision shall be fully severable, and this Agreement shall be construed and enforced as if such illegal,
invalid, or unenforceable provision were never a part hereof, and the remaining provisions shall remain in full force and effect
and shall not be affected by the illegal, invalid, or unenforceable provision or by its severance. In lieu of such illegal, invalid
or unenforceable provision, there shall be added automatically as a part of this Agreement a legal, valid and enforceable provision
as similar in terms to such illegal, invalid or unenforceable provision as may be possible, and the Company and Executive hereby
request the court to whom disputes relating to this Agreement are submitted to reform the otherwise unenforceable covenant in
accordance with this Section 12(c).


 






    	 	9	 



     

    

 


(d)
Notices. Any notice or other communication required, permitted or desired to be given under this Agreement shall
be deemed delivered when personally delivered; the business day, if delivered by overnight courier; the same day, if transmitted
by facsimile on a business day before noon, Eastern Standard Time; the next business day, if otherwise transmitted by facsimile;
and the third business day after mailing, if mailed by prepaid certified mail, return receipt requested, as addressed or transmitted
as follows (or to such subsequent addresses as the parties may give one another notice of):


 


If
to Executive, at the address last for him on record with the Company.


 


If
to the Company:


 


Snap
Interactive, Inc.


462
7th Avenue, 4th Floor


New
York, NY 10018


 


(e)
Further Acts. Whether or not specifically required under the terms of this Agreement, each party shall execute
and deliver such documents and take such further actions as shall be necessary in order for such party to perform all of his or
its obligations specified in the Agreement or reasonably implied from the Agreement's terms.


 


(f)
Publicity and Advertising. Executive agrees that the Company may use his name, picture, or likeness for any advertising,
publicity or other business purpose at any time, during the term of this Agreement and may continue to use materials generated
during the term of this Agreement for a period of six (6) months thereafter. The use of Executive's name, picture, or likeness
shall not be deemed to result in any invasion of Executive's privacy or in violation of any property right Executive may have;
and Executive shall receive no additional consideration if his name, picture or likeness is so used. Executive further agrees
that any negatives, prints or other material for printing or reproduction purposes prepared in connection with the use of his
name, picture or likeness by the Company shall be and are the sole property of the Company.


 


(g)
GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK, WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS (RULES) OR CHOICE OF LAWS (RULES) THEREOF.


 


(h)
Venue. The exclusive venue for all suits or proceedings arising from or related to this Agreement shall be in
a court of competent jurisdiction in New York, New York.


 


(i)
Waiver. A party's waiver of any breach or violation of any Agreement provisions shall not operate as, or be construed
to be, a waiver of any later breach of the same or other Agreement provision.


 


(j)
Entire Agreement, Amendment, Binding Effect. This Agreement constitutes the entire agreement between the parties concerning
the subject matter in this Agreement. No oral statements or prior written material not specifically incorporated in this Agreement
shall be of any force and effect, and no changes in or additions to this Agreement shall be recognized, unless incorporated in
this Agreement by written amendment, such amendment to become effective on the date stipulated in it. Executive acknowledges and
represents that in executing this Agreement, he did not rely, and has not relied, on any communications, promises, statements,
inducements, or representation(s), oral or written, by the Company, except as expressly contained in this Agreement. Any amendment
to this Agreement must be signed by all parties to this Agreement. This Agreement will be binding on and inure to the benefit
of the parties hereto and their respective successors, heirs, legal representatives, and permitted assigns (if any). This Agreement
supersedes any prior agreements between Executive and the Company concerning the subject matter of this Agreement.


 


(k)
Counterparts. This Agreement may be executed in counterparts, with the same effect as if both parties had signed the same
document. All such counterparts shall be deemed an original, shall be construed together and shall constitute one and the same
instrument.


 






    	 	10	 



     

    

 


(l)
Directors and Officers Insurance/Indemnification. During the Employment Period, the Company shall maintain Executive
as an insured party on directors' and officers' insurance maintained by the Company for the benefit of its directors and officers.
Either through its directors and officers insurance policy and pursuant to the terms thereof or, if such insurance is not available,
otherwise, the Company will indemnify and hold Executive harmless against any liability, damage, cost or expense incurred in connection
with the defense of any action, suit or proceeding to which Executive is a party, or threat thereof, by reason of his being or
having been an officer or director of the Company or any affiliate of the Company, to the extent permitted by applicable law;
provided, however, that this indemnity shall not apply if Executive is determined by a court of competent jurisdiction to have
acted against the interests of the Company with gross negligence, gross misconduct, or gross malfeasance. Promptly after receipt
by Executive of notice of the commencement of any action (including any governmental action) or threat thereof, Executive shall,
if a claim covered by this Section 12(1) is to be made or is threatened against Executive, deliver to the Company a written notice
of the commencement or threat thereof and the Company shall have the right to participate in, and, to the extent ,the Company
so desires to assume the defense thereof with counsel selected by the Company and approved by Executive (whose approval shall
not be unreasonably withheld); provided, however, that Executive (together with all other indemnified parties which may be represented
without conflict by one counsel) shall have the right to retain one separate counsel, with the fees and expenses to be paid by
the Company, if, and only if, representation of Executive by the counsel retained by the Company would be inappropriate due to
actual or potential differing interests between Executive and any other party represented by such counsel in such proceeding.
Executive's failure to deliver written notice to the Company within a reasonable time of the commencement or threat of any action
for which Executive seeks indemnification under this Section 12(1), if prejudicial to the Company's ability to defend such action,
shall relieve the Company of any liability to Executive under this Agreement.


 


13.
Section 409A of the Code


 


(a)
To the extent (i) any payments to which Executive becomes entitled under this Agreement, or any agreement or plan referenced herein,
in connection with Executive's termination of employment with the Company constitute deferred compensation subject to Section
409A of the Code; (ii) Executive is deemed at the time of his separation from service to be a “specified employee”
under Section 409A of the Code; and (iii) at the time of Executive's separation from service the Company is publicly traded (as
defined in Section 409A of Code), then such payments (other than any payments permitted by Section 409A of the Code to be paid
within six (6) months of Executive's separation from service) shall not be made until the earlier of (x) the first day of the
seventh month following Executive's separation from service or (y) the date of Executive's death following such separation from
service. During any period that payment or payments to Executive are deferred pursuant to the foregoing, Executive shall be entitled
to interest on the deferred payment or payments at a per annum rate equal to the highest rate of interest applicable to six (6)
month money market accounts offered by the following institutions: Citibank N.A., Wells Fargo Bank, NA., or Bank of America, on
the date of such “separation from service.” Upon the expiration of the applicable deferral period, any payments which
would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this Section
13 (together with accrued interest thereon) shall be paid to Executive or Executive's beneficiary hi one lump sum.


 


(b)
It is intended that this Agreement comply with or be exempt from the provisions of Section 409A of the Code and the Treasury Regulations
and guidance of general applicability issued thereunder so as to not subject Executive to the payment of additional interest and
taxes under Section 409A of the Code, and in furtherance of this intent, this Agreement shall be interpreted, operated and administered
in a manner consistent with these intentions.


 


[Signature
Page Follows]


 






    	 	11	 



     

    

 


IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first indicate above.


 


	 	THE
    COMPANY:
	 	 	 
	 	SNAP
    INTERACTIVE, INC.
	 	 	 
	 	By:	/s/
    Alexander Harrington
	 	Name:
        Alexander Harrington

        Title:
        Chief Executive Officer

	 	 
	 	EXECUTIVE:
	 	 	 
	 	By:	/s/
    Jason Katz
	 	 	Jason
    Katz


 






    	 	12	 



     

    

 





EXHIBIT
A


 


WAIVER
AND RELEASE OF CLAIMS


 


This
Waiver and Release of Claims (“Release”), effective as of the ______________ (the “Effective
Date”), is made and entered into by and between Jason Katz (“Employee”) and Snap Interactive,
Inc., a Delaware corporation (the “Company”). Terms used in this Release with initial capital letters
that are not otherwise defined herein shall have the meanings ascribed to such terms in the Employment Agreement made and entered
into as of __________, 2016 by and between the Company and Employee (the “Agreement”).


 


WHEREAS,
Employee and the Company are parties to the Agreement; and


 


WHEREAS,
Section 10 and Section 11 of the Agreement provide that Employee is entitled to certain payments and benefits upon separation
from employment if he signs a release agreement;


 


NOW
THEREFORE, in consideration of the mutual promises and covenants set forth herein, the receipt and adequacy of which are acknowledged,
Employee and the Company agree as follows:


 


1.
Global Release. In consideration of the mutual promises contained in the Agreement, including the Company’s promises
to pay Employee consideration under Section 10 or Section 11 of the Agreement, which are in addition to anything of value to which
Employee is already entitled, Employee, on behalf of himself, his heirs, executors, successors and assigns, irrevocably and unconditionally
releases, waives, and forever discharges the Company and all of its parents, divisions, subsidiaries, affiliates, joint venture
partners, partners, and related companies, and their present and former agents, employees, officers, directors, attorneys, stockholders,
plan fiduciaries, successors and assigns (collectively, the “Released Parties”), from any and all claims,
demands, actions, causes of action, costs, fees, and all liability whatsoever, whether known or unknown, fixed or contingent,
which Employee has, had, or may have against the Released Parties relating to or arising out of his employment, or any
terms of the Agreement, from the Effective Date and up to and including the date of this Release. This Release includes, without
limitation, claims at law or equity or sounding in contract (express or implied) or tort, claims arising under any federal, state,
or local laws of any jurisdiction that prohibit age, sex, race, national origin, color, creed, disability, religion, military
status, family status, marital status, partnership status, domestic violence, stalking and sex offense victim status, arrest and
conviction record, predisposing genetic characteristic, alienage or citizenship status, sexual orientation, or any other form
of discrimination, harassment, or retaliation (including, without limitation, the Age Discrimination in Employment Act, the Americans
with Disabilities Act, the ADA Amendments Act of 2008, Title VII of the 1964 Civil Rights Act, the Civil Rights Act of 1991, the
Civil Rights Acts of 1866 and/or 1871, 42 U.S.C. Section 1981, the Rehabilitation Act, the Family and Medical Leave Act, the Fair
Labor Standards Act anti-retaliation provisions, the Sarbanes-Oxley Act, the Employee Polygraph Protection Act, the Uniformed
Services Employment and Reemployment Rights Act of 1994, the Lilly Ledbetter Fair Pay Act, the Genetic Information Nondiscrimination
Act, the New York Civil Rights Law, the New York City Human Rights Law, any federal, state, local or municipal whistleblower protection
or anti-retaliation statute or ordinance, or any other federal, state, local, or municipal laws of any jurisdiction), claims arising
under the Employee Retirement Income Security Act (except any employee benefits or employee participation rights as contained
in the Agreement), or any other statutory or common law claims related to or arising out of his employment or any terms of the
Agreement, from the Effective Date and up to and including the date of this Release’s execution. Notwithstanding the foregoing,
nothing in this Release shall affect or impair: (i) any rights Employee may have to indemnification, including without limitation
indemnification for attorneys’ fees, costs and/or expenses, pursuant to applicable statute, certificates of incorporation
and by-laws of the Company or any of its affiliates; (ii) any of Employee’s rights arising under the Agreement; or (iii)
any rights that Employee has as a former employee under the Company’s employee benefit plans (other than any severance plan).


 


2.
No Admission of Liability. Employee understands and agrees that this Release shall not in any way be construed as an admission
by the Released Parties of any unlawful or wrongful acts whatsoever against Employee or any other person. The Released Parties
specifically disclaim any liability to or wrongful acts against Employee or any other person.


 






    	 	13	 



     

    

 


3.Time
to Consider Release. Employee is hereby advised in writing by the Company that he should consult an attorney before executing
this Release. Employee has a period of up to forty-five (45) calendar days after receiving the Release within which to review
and consider the provisions of this Release. Employee understands that if he does not sign this Release before the forty-five
(45) calendar day period expires, this Release offer will be withdrawn automatically.


 


4. Revocation
Period. Employee understands and acknowledges that he has seven (7) calendar days following the execution of this Release
to revoke his acceptance of this Release. This Release will not become effective or enforceable, and the payments and benefits
described under Section 10 or Section 11 will not become payable, until after this revocation period has expired without his revocation.
If Employee does not revoke the Release within the revocation period, the Company will commence the payments and benefits
described under Section 10 or Section 11 of the Agreement within ten (10) days after the revocation period’s expiration
date.


 


5. Confidentiality
of Release and Company Information. Employee agrees to keep this Release, its terms, and the amount of payments and
benefits related to this Release completely confidential. Employee agrees and understands that he is prohibited from
disclosing any terms of this Release to anyone, except that he may disclose the terms of this Release and the amount of
the payments and benefits related to this Release to his spouse, attorneys, accountants, and financial advisors or as
otherwise required by law. Employee also agrees to continue to abide by the confidentiality provisions of the Agreement.


 


6.
Non-Disparagement. Employee agrees to continue to abide by the non-disparagement provisions of the Agreement.


 


7. Agreement
to Return Company Property/Documents. Employee understands and agrees that his last day of active work in any Company
office or on any Company owned or leased property will be _______. Accordingly, Employee agrees that: (i) he will not take
with him, copy, alter, destroy, or delete any files, documents, electronically stored information, or other materials,
whether or not embodying or recording any Confidential Information, including copies, without obtaining in advance the
written consent of an authorized Company representative; and (ii) he will promptly return to the Company all
Confidential Information, documents, files, records and tapes, whether written in hardcopy form or electronically stored,
that have been in his possession or control regarding the Company, and he will not use or disclose such materials
in any way or in any format, including written information in any form, information stored by electronic means, and all
copies of these materials. Employee further agrees that on ________, he will return to the Company immediately all
Company property, including, without limitation, keys, equipment, computer(s) and computer equipment, devices, Company
cellular phones, Company credit cards, data, electronically stored information, lists, correspondence, notes, memos,
reports, or other writings prepared by the Company or himself on behalf of the Company.


 


8.
Authorized Use of Trade Secrets/ Confidential Information. Notwithstanding the foregoing, Employee understands that Employee
may disclose proprietary and/ or confidential information when required to do so by a court of competent jurisdiction, by any
governmental agency having authority over Employee or the business of the Company or by any administrative body or legislative
body (including a committee thereof) with jurisdiction to order that Employee divulge, disclose or make accessible such information.
The Company hereby notifies Employee in accordance with the Defend Trade Secrets Act of 2016 that Employee will not be held criminally
or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (a) is made (i) in confidence
to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose
of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document that is filed under
seal in a lawsuit or other proceeding. The Company further notifies Employee that if Employee files a lawsuit for retaliation
against the Company for reporting a suspected violation of law, Employee may disclose the Company’s trade secrets to Employee’s
attorney and use the trade secret information in the court proceeding if Employee: (a) files any document containing the trade
secret under seal; and (b) does not disclose the trade secret, except pursuant to court order.


 






    	 	14	 



     

    

 


9.
Knowing and Voluntary Release. Employee understands that it is his choice whether to enter into this Release and that his
decision to do so is voluntary and is made knowingly.


 


10. No
Prior Representations or Inducements. Employee represents and acknowledges that in executing this Release, he did
not rely, has not relied, and expressly disavows reliance on any communications, statements, promises, inducements, or
representation(s), oral or written, by any of the Released Parties, except as expressly contained in this Release.


 


11.
Choice of Law. This Release shall, in all respects, be interpreted, enforced, and governed under the laws of the State
of New York. The parties agree that the language of this Release shall, in all cases, be construed as a whole, according to its
fair meaning, and not strictly for, or against, any of the parties.


 


12. Severability.
The Company and Employee agree that should a court declare or determine that any provision of this Release is illegal or
invalid, the validity of the remaining parts, terms or provisions of this Release will not be affected and any illegal or
invalid part, term, or provision, will not be deemed to be a part of this Release.


 


13. Counterparts. The
Company and Employee agree that this Release may be executed in any number of counterparts, each of which shall be deemed an
original, but all of which together shall be deemed one and the same instrument.


 


Please
read carefully as this document includes a release of claims.


 






    	 	15	 



     

    

 


IN
WITNESS WHEREOF, the Company and Executive hereto evidence their agreement by their signatures.


 


	 	 	 
	Executive
    Signature [Signature]	 	Company
    Representative [Signature]
	 	 	 
	 	 	 
	Jason
    Katz	 	Company
    Representative [Printed Name]
	 	 	 
	 	 	 
	Date	 	Date


 


 


16