Exhibit
10.1


 


SECURITIES
PURCHASE AGREEMENT


 


This
Securities Purchase Agreement (this “Agreement”) is dated as of December 19, 2017, between Snap Interactive,
Inc., a Delaware corporation (the “Company”), and Hershey Strategic Capital, LP (including its successors and
assigns, the “Purchaser”).


 


WHEREAS,
subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act and Rule
506 promulgated thereunder, the Company desires to issue and sell to the Purchaser, and the Purchaser desires to purchase from
the Company, securities of the Company as more fully described in this Agreement.


 


NOW,
THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged, the Company and the Purchaser agree as follows:


 


ARTICLE
I. 


DEFINITIONS


 


1.1     Definitions.
The following terms have the meanings set forth in this Section 1.1:


 


“Acquiring
Person” shall have the meaning ascribed to such term in Section 4.5.


 


“Action”
means any action, suit, inquiry, notice of violation or proceeding before or by any court, arbitrator, governmental or administrative
agency or regulatory authority (federal, state, county, local or foreign).


 


“Advisory
Agreement” means the Professional Services Agreement, dated as of December 18, 2017, between the Company and Adam Hershey,
a copy of which is attached as Exhibit A.


 


“Affiliate”
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common
control with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.


 


“Agreement”
shall have the meaning ascribed to such term in the recitals hereto.


 


“Board
of Directors” means the board of directors of the Company.


 


“Closing”
means the closing of the purchase and sale of the Common Shares pursuant to Section 2.1.


 


“Closing
Date” means the Trading Day on which all of the Transaction Documents have been executed and delivered by the applicable
parties thereto, and all conditions precedent to (i) the Purchaser’s obligations to pay the Purchase Price and (ii) the
Company’s obligations to deliver the Common Shares, in each case, have been satisfied or waived.


 






     

     


    

 


“Commission”
means the United States Securities and Exchange Commission.


 


“Common
Shares” means the shares of Common Stock delivered to the Purchaser at the Closing in accordance with Section 2.2(a)
hereof.


 


“Common
Stock” means the common stock of the Company, par value $0.001 per share, and any other class of securities into which
such securities may hereafter be reclassified or changed.


 


“Company”
shall have the meaning ascribed to such term in the recitals hereto.


 


“Company
Counsel” means Haynes and Boone, LLP, with offices located at 2323 Victory Avenue, Suite 700, Dallas, TX 75219.


 


“Evaluation
Date” shall have the meaning ascribed to such term in Section 3.1(p).


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


“GAAP”
shall have the meaning ascribed to such term in Section 3.1(g).


 


“Intellectual
Property Rights” shall have the meaning ascribed to such term in Section 3.1(m).


 


“Liens”
means a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.


 


“Material
Adverse Effect” shall mean, with respect to either party hereto: (i) a material adverse effect on the legality, validity
or enforceability of any Transaction Document, (ii) a material adverse effect on the results of operations, assets, business or
condition (financial or otherwise) of such party and its subsidiaries, taken as a whole, or (iii) a material adverse effect on
such party’s ability to perform in any material respect its obligations under any Transaction Document.


 


“Material
Permits” shall have the meaning ascribed to such term in Section 3.1(k).


 






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“Permitted
Liens” means (a) statutory Liens for current taxes or other governmental charges not yet due and payable or the amount
or validity of which is being contested in good faith, (b) mechanics’, carriers’, workers’, repairers’
and similar statutory Liens arising or incurred in the ordinary course of business for amounts which are not delinquent or which
are being contested by appropriate proceedings, (c) zoning, entitlement, building and other land use regulations imposed by governmental
entities having jurisdiction over such Person’s owned or leased real property, which are not violated by the current use
and operation of such real property, (d) covenants, conditions, restrictions, easements and other similar non-monetary matters
of record affecting title to such Person’s owned or leased real property, which do not materially impair the occupancy or
use of such real property for the purposes for which it is currently used in connection with such Person’s businesses, (e)
any right of way or easement related to public roads and highways, which do not materially impair the occupancy or use of such
real property for the purposes for which it is currently used in connection with such Person’s businesses, (f) Liens arising
under workers’ compensation, unemployment insurance, social security, retirement and similar legislation, and (g) any other
Liens that, in the aggregate, do not materially impair the value or the continued use and operation of the assets or properties
to which they relate, including the rights to use a license under a contract.


 


“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.


 


“Proceeding”
means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial
proceeding, such as a deposition), whether commenced or threatened.


 


“Purchase
Price” shall have the meaning ascribed to such term in Section 2.1.


 


“Purchaser
Party” shall have the meaning ascribed to such term in Section 4.7.


 


“Required
Approvals” shall have the meaning ascribed to such term in Section 3.1(d).


 


“Rule
144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time
to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.


 


“SEC
Reports” shall have the meaning ascribed to such term in Section 3.1(g).


 


“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


“Short
Sales” means all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act.


 


“Subsidiary”
means each of Snap Mobile Limited, A.V.M. Software, Inc., Paltalk Software Inc., Paltalk Holdings, Inc., Tiny Acquisition Inc.,
Camshare, Inc., Vumber LLC and Fire Talk LLC, and shall, where applicable, also include any direct or indirect subsidiary of the
Company formed or acquired after the date hereof.


 


“Trading
Day” means a day on which the principal Trading Market is open for trading.


 


“Trading
Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on
the date in question: the NYSE MKT, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the
New York Stock Exchange, the OTC Bulletin Board or any over-the-counter market operated by OTC Markets Group Inc. (or any successors
to any of the foregoing).


 






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“Transaction
Documents” means this Agreement, the Advisory Agreement, all exhibits and schedules thereto and hereto and any other
documents or agreements executed in connection with the transactions contemplated hereunder.


 


“Transfer
Agent” means Corporate Stock Transfer, Inc., the current transfer agent of the Company, with a mailing address of 3200
Cherry Creek Drive, Suite 430, Denver, CO 80209 and a facsimile number of (303) 282-5800, and any successor transfer agent of
the Company.


 


ARTICLE
II. 


PURCHASE
AND SALE


 


2.1     Closing.
On the Closing Date, upon the terms and subject to the conditions set forth herein, and substantially concurrent with the execution
and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Purchaser agrees to purchase, an aggregate
of 200,000 Common Shares at a price equal to $5.00 per share, for an aggregate purchase price of $1,000,000 (the “Purchase
Price”). Purchaser shall deliver to the Company, via wire transfer or a certified check, immediately available funds
equal to the Purchase Price, and the Company shall deliver to the Purchaser the Common Shares, and each of the Company and the
Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants
and conditions set forth in Sections 2.2 and 2.3, the Closing shall occur by electronic exchange of documents at the offices of
Company Counsel or such other location as the parties shall mutually agree.


 


2.2      Deliveries.


 


(a)      On
or prior to the Closing Date, the Company shall deliver or cause to be delivered to the Purchaser the following:


 


(i)      this
Agreement, duly executed by the Company; and


 


(ii)     the
200,000 Common Shares.


 


(b)    On
or prior to the Closing Date, the Purchaser shall deliver or cause to be delivered to the Company the following:


 


(i)      this
Agreement, duly executed by the Purchaser;


 


(ii)     the
Purchase Price by wire transfer to an account specified in writing by the Company; and


 


(iii)     such
other documents as may be reasonably requested by the Company, including any documents required by the Transfer Agent to complete
the transactions contemplated hereby.


 






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2.3    Closing
Conditions.


 


(a)     The
obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:


 


(i)      the
accuracy in all material respects on the Closing Date of the representations and warranties of the Purchaser contained herein
(unless as of a specific date therein in which case they shall be accurate as of such date);


 


(ii)     all
obligations, covenants and agreements of the Purchaser required to be performed at or prior to the Closing Date shall have been
performed;


 


(iii)     the
Company shall have received the Purchase Price;


 


(iv)     the
delivery by the Purchaser of the items set forth in Section 2.2(b) of this Agreement; and


 


(v)     there
shall have been no Material Adverse Effect with respect to the Purchaser since the date hereof.


 


(b)     The
obligations of the Purchaser in connection with the Closing are subject to the following conditions being met:


 


(i)      the
accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Company contained
herein (unless as of a specific date therein in which case they shall be accurate in all material respects as of such date);


 


(ii)      all
obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been
performed;


 


(iii)    
the Company shall have received the Purchase Price; and


 


(iv)    there
shall have been no Material Adverse Effect with respect to the Company since the date hereof.


 






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ARTICLE
III. 


REPRESENTATIONS
AND WARRANTIES


 


3.1     Representations
and Warranties of the Company. Except as otherwise disclosed in the SEC Reports (excluding any disclosure set forth in any
section relating to forward-looking statements), the Company hereby makes the following representations and warranties to the
Purchaser:


 


(a)      Organization
and Qualification. The Company and each of the Subsidiaries is an entity duly incorporated or otherwise organized, validly
existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power
and authority to own and use its properties and assets and to carry on its business as currently conducted. Neither the Company
nor any Subsidiary is in violation nor default of any of the provisions of its respective certificate or articles of incorporation,
bylaws or other organizational or charter documents. Each of the Company and the Subsidiaries is duly qualified to conduct business
and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted
or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as
the case may be, could not have or reasonably be expected to result in a Material Adverse Effect.


 


(b)      Authorization;
Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions
contemplated by this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunder
and thereunder. The execution and delivery of this Agreement and each of the other Transaction Documents by the Company and the
consummation by the Company of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate
action on the part of the Company and no further corporate action is required by the Company, the Board of Directors or the Company’s
stockholders in connection herewith or therewith other than in connection with the Required Approvals. This Agreement and each
other Transaction Document has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance
with the terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable against the Company
in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization,
moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by
laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as
indemnification and contribution provisions may be limited by applicable law.


 


(c)      No
Conflicts. The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to
which it is a party, the issuance and sale of the Common Shares and the consummation by the Company of the transactions contemplated
hereby and thereby do not and will not: (i) conflict with or violate any provision of the Company’s certificate or articles
of incorporation, bylaws or other organizational or charter documents, (ii) conflict with, or constitute a default (or an event
that with notice or lapse of time or both would become a default) under, result in the creation of any Lien (other than a Permitted
Lien) upon any of the material properties or assets of the Company or any Subsidiary, or give to others any rights of termination,
amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any material agreement, credit facility
or debt instrument (evidencing a Company or Subsidiary debt or otherwise) to which the Company or any Subsidiary is a party or
by which any material property or asset of the Company or any Subsidiary is bound or affected, or (iii) subject to the Required
Approvals, conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction
of any court or governmental authority to which the Company or a Subsidiary is subject (including federal and state securities
laws and regulations), or by which any material property or asset of the Company or a Subsidiary is bound or affected; except
in the case of each of clauses (ii) and (iii), such as could not reasonably be expected to result in a Material Adverse Effect.


 






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(d)      Filings,
Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order of, give any notice
to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other
Person in connection with the execution, delivery and performance by the Company of the Transaction Documents, other than: (i)
the filings required pursuant to Section 4.4 of this Agreement and (ii) the filing of a Form D with the Commission and such filings
as are required to be made under applicable state securities laws (collectively, the “Required Approvals”).


 


(e)      Issuance
of the Common Shares. The Common Shares are duly authorized and, when issued and paid for in accordance with the applicable
Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens (other than
Permitted Liens) imposed by the Company other than restrictions on transfer provided for in the Transaction Documents.


 


(f)      Capitalization.
The Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than
pursuant to the exercise of employee stock options under the Company’s stock option plans and the issuance of shares of
Common Stock to employees pursuant to the Company’s employee stock purchase plans. No Person has any right of first refusal,
preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction
Documents. The issuance and sale of the Common Shares will not obligate the Company to issue shares of Common Stock or other securities
to any Person (other than the Purchaser) and will not result in a right of any holder of Company securities to adjust the exercise,
conversion, exchange or reset price under any of such securities. All of the outstanding shares of capital stock of the Company
are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities
laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for
or purchase securities, except where the failure to do so would not reasonably be expected to result in a Material Adverse Effect.


 


(g)      SEC
Reports; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required
to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof,
for the year preceding the date hereof (the foregoing materials being collectively referred to herein as the “SEC Reports”)
on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration
of any such extension, except where the failure to do so would not reasonably be expected to result in a Material Adverse Effect.
As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and
the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or
omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light
of the circumstances under which they were made, not materially misleading. The financial statements of the Company included in
the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission
with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United
States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”),
except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements
may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company
and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods
then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.


 






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(h)      Material
Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included
within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof: (i) there
has been no event, occurrence or development that has resulted in a Material Adverse Effect, (ii) the Company has not incurred
any material liabilities other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent
with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP
or disclosed in filings made with the Commission, (iii) the Company has not materially altered its method of accounting, (iv)
the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased or
redeemed any shares of its capital stock, except for the net withholding of an aggregate of 43,405 shares of restricted Common
Stock in October 2017 pursuant to the terms of a Restricted Stock Award Agreement, and (v) the Company has not issued any equity
securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans. The Company does not
have pending before the Commission any request for confidential treatment of information.


 


(i)       Litigation.
Except as set forth in the SEC Reports, there is no material Action pending or, to the knowledge of the Company, threatened against
the Company, any Subsidiary or any of their respective properties which (i) adversely affects or challenges the legality, validity
or enforceability of any of the Transaction Documents or the Common Shares or (ii) could, if there were an unfavorable decision,
have or reasonably be expected to result in a Material Adverse Effect.


 


(j)       Compliance.
Neither the Company nor any Subsidiary: (i) is in default under or in violation of (and no event has occurred that has not been
waived that, with notice or lapse of time or both, would result in a default by the Company or any Subsidiary under), nor has
the Company or any Subsidiary received notice of a claim that it is in default under or that it is in violation of, any indenture,
loan or credit agreement or any other material agreement or instrument to which it is a party, (ii) is in violation of any judgment,
decree or order of any court, arbitrator or other governmental authority or (iii) is in violation of any statute, rule, ordinance
or regulation of any governmental authority, including without limitation all foreign, federal, state and local laws relating
to taxes, environmental protection, occupational health and safety, product quality and safety and employment and labor matters,
except in each case as could not have or reasonably be expected to result in a Material Adverse Effect.


 






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(k)      Regulatory
Permits. The Company and the Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal,
state, local or foreign regulatory authorities necessary to conduct their respective businesses as described in the SEC Reports,
except where the failure to possess such permits could not reasonably be expected to result in a Material Adverse Effect (“Material
Permits”), and neither the Company nor any Subsidiary has received any notice of proceedings relating to the revocation
of any Material Permit.


 


(l)      Title
to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them
and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries,
in each case free and clear of all Liens, except for Permitted Liens. Any real property and facilities held under lease by the
Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases with which the Company and the Subsidiaries
are in material compliance.


 


(m)     Intellectual
Property. The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark
applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights
and similar rights as described in the SEC Reports as necessary or required for use in connection with their respective businesses,
except where the failure to have such rights would not reasonably be expected to have a Material Adverse Effect (collectively,
the “Intellectual Property Rights”). Neither the Company nor any Subsidiary has received, since the date of
the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge
that the Intellectual Property Rights violate or infringe upon the rights of any Person, except for such claims as would not reasonably
be expected to have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable
and, other than as disclosed in the SEC Reports, there is no existing material infringement by another Person of any of the Intellectual
Property Rights. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality
and value of all of their intellectual properties, except where failure to do so could not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.


 






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(n)      Insurance.
The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks
and in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged, including,
but not limited to, directors and officers insurance coverage. Neither the Company nor any Subsidiary has any reason to believe
that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage
from similar insurers as may be necessary to continue its business without a significant increase in cost.


 


(o)     Transactions
With Affiliates and Employees. Except as set forth in the SEC Reports, none of the officers or directors of the Company or
any Subsidiary and, to the knowledge of the Company, none of the employees of the Company or any Subsidiary is presently a party
to any transaction with the Company or any Subsidiary (other than for services as employees, officers, directors and consultants),
including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental
of real or personal property to or from providing for the borrowing of money from or lending of money to, or otherwise requiring
payments to or from any officer, director or such employee or, to the knowledge of the Company, any entity in which any officer,
director, or any such employee has a substantial interest or is an officer, director, trustee, stockholder, member or partner.


 


(p)     Sarbanes-Oxley;
Internal Accounting Controls. The Company and the Subsidiaries are in material compliance with any and all applicable requirements
of the Sarbanes-Oxley Act of 2002 that are effective as of the date hereof, and any and all applicable rules and regulations promulgated
by the Commission thereunder that are effective as of the date hereof, except where the failure to be in compliance would not
reasonably be expected to result in a Material Adverse Effect. The Company and the Subsidiaries maintain a system of internal
accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s
general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements
in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s
general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable
intervals and appropriate action is taken with respect to any differences. The Company and the Subsidiaries have established disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed
such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files
or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s
rules and forms. The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures
of the Company and the Subsidiaries as of the end of the period covered by the most recently filed periodic report under the Exchange
Act (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under
the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures
based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the internal control
over financial reporting (as such term is defined in the Exchange Act) that have materially affected, or is reasonably likely
to materially affect, the internal control over financial reporting of the Company and its Subsidiaries.


 






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(q)     Certain
Fees. No brokerage or finder’s fees or commissions are or will be payable by the Company or any Subsidiaries to any
broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other Person with respect to the
transactions contemplated by the Transaction Documents.


 


(r)       Private
Placement. Assuming the accuracy of the Purchaser’s representations and warranties set forth in Section 3.2, no registration
under the Securities Act is required for the offer and sale of the Common Shares by the Company to the Purchaser as contemplated
hereby.


 


(s)      Investment
Company. The Company is not, and is not an Affiliate of, and immediately after receipt of payment for the Common Shares, will
not be or be an Affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940, as
amended. The Company shall conduct its business in a manner so that it will not become an “investment company” subject
to registration under the Investment Company Act of 1940, as amended.


 


(t)      Listing
and Maintenance Requirements. The Common Stock is registered pursuant to Section 12(g) of the Exchange Act, and the Company
has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration of the
Common Stock under the Exchange Act nor has the Company received any notification that the Commission is contemplating terminating
such registration. The Common Stock is currently eligible for electronic transfer through the Depository Trust Company.


 


(u)      Application
of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, in order to render
inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement)
or other similar anti-takeover provision under the Company’s certificate of incorporation (or similar charter documents)
or the laws of its state of incorporation that is or could become applicable to the Purchaser as a result of the Purchaser and
the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation
as a result of the Company’s issuance of the Common Shares and the Purchaser’s ownership of the Common Shares.


 


(v)      No
Integrated Offering. Assuming the accuracy of the Purchaser’s representations and warranties set forth in Section 3.2,
neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made
any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering
of the Common Shares to be integrated with prior offerings by the Company for purposes of the Securities Act which would require
the registration of any such securities under the Securities Act.


 






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(w)    Tax
Status. Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result
in a Material Adverse Effect, the Company and its Subsidiaries each (i) has made or filed all United States federal, state and
local income and all foreign income and franchise tax returns, reports and declarations required by any jurisdiction to which
it is subject, (ii) has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined
to be due on such returns, reports and declarations and (iii) has set aside on its books provision reasonably adequate for the
payment of all material taxes for periods subsequent to the periods to which such returns, reports or declarations apply. To the
knowledge of the Company, there are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction.


 


(x)      No
General Solicitation. Neither the Company nor any person acting on behalf of the Company has offered or sold any of the Common
Shares by any form of general solicitation or general advertising. The Company has offered the Common Shares for sale only to
the Purchaser and certain other “accredited investors” within the meaning of Rule 501 under the Securities Act.


 


(y)     Accountants.
To the knowledge and belief of the Company, the Company’s independent accounting firm is a registered public accounting
firm as required by the Exchange Act.


 


(z)     Acknowledgment
Regarding Purchaser’s Purchase of Common Shares. The Company acknowledges and agrees that the Purchaser is acting solely
in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated
thereby. The Company further represents to the Purchaser that the Company’s decision to enter into this Agreement and the
other Transaction Documents has been based solely on the independent evaluation of the transactions contemplated hereby by the
Company and its representatives.


 


(aa)   Regulation
M Compliance.  The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly,
any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to
facilitate the sale or resale of any of the Common Shares, (ii) sold, bid for, purchased, or paid any compensation for soliciting
purchases of, any of the Common Shares, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to
purchase any other securities of the Company.


 


(bb)   Stock
Option Plans. For the two years preceding the date hereof, each stock option granted by the Company under the Company’s
stock option plan was granted (i) in accordance with the terms of the Company’s stock option plan and (ii) with an exercise
price at least equal to the fair market value of the Common Stock on the date such stock option would be considered granted under
GAAP and applicable law. No stock option granted under the Company’s stock option plan has been backdated.


 






    	 	12	 



     


    

 


(cc)    No
Disqualification Events. With respect to the Common Shares to be offered and sold hereunder in reliance on Rule 506 under
the Securities Act, none of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other
officer of the Company participating in the offering hereunder, any beneficial owner of 20% or more of the Company’s outstanding
voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under
the Securities Act) connected with the Company in any capacity at the time of sale (each, an “Issuer Covered Person”
and, together, “Issuer Covered Persons”) is subject to any of the “Bad Actor” disqualifications
described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event”), except for
a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable care to determine whether any
Issuer Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure
obligations under Rule 506(e), and has furnished to the Purchaser a copy of any disclosures provided thereunder.


 


3.2     Representations
and Warranties of the Purchaser. The Purchaser hereby represents and warrants as of the date hereof and as of the Closing
Date to the Company as follows (unless as of a specific date therein):


 


(a)     Organization;
Authority. The Purchaser is an entity duly incorporated or formed, validly existing and in good standing under the laws of
the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited liability company or similar
power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to
carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents and performance by
the Purchaser of the transactions contemplated by the Transaction Documents have been duly authorized by all necessary corporate,
partnership, limited liability company or similar action, as applicable, on the part of the Purchaser. Each Transaction Document
to which it is a party has been duly executed by the Purchaser, and when delivered by such Purchaser in accordance with the terms
hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with
its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium
and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating
to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification
and contribution provisions may be limited by applicable law.


 


(b)     No
Conflicts. The execution, delivery and performance by the Purchaser of this Agreement and the other Transaction Documents
to which it is a party and the consummation by the Purchaser of the transactions contemplated hereby and thereby do not and will
not: (i) conflict with or violate any provision of the Purchaser’s certificate or articles of incorporation, bylaws or other
organizational or charter documents, (ii) conflict with, or constitute a default (or an event that with notice or lapse of time
or both would become a default) under, result in the creation of any Lien (other than a Permitted Lien) upon any of the material
properties or assets of the Purchaser or any of its subsidiaries, or give to others any rights of termination, amendment, acceleration
or cancellation (with or without notice, lapse of time or both) of, any material agreement, credit facility or debt instrument
(evidencing debt or otherwise held by the Purchaser or one of its subsidiaries) to which the Purchaser or any of its subsidiaries
is a party or by which any material property or asset of the Purchaser or any of its subsidiaries is bound or affected, or (iii)
conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction
of any court or governmental authority to which the Purchaser or one of its subsidiaries is subject (including federal and state
securities laws and regulations), or by which any material property or asset of the Purchaser or one of its subsidiaries is bound
or affected.


 






    	 	13	 



     


    

 


(c)      Own
Account. The Purchaser understands that the Common Shares are “restricted securities” and have not been registered
under the Securities Act or any applicable state securities law and is acquiring the Common Shares as principal for its own account
and not with a view to or for distributing or reselling such Common Shares or any part thereof in violation of the Securities
Act or any applicable state securities law, has no present intention of distributing any of such Common Shares in violation of
the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any
other persons to distribute or regarding the distribution of such Common Shares in violation of the Securities Act or any applicable
state securities law (this representation and warranty not limiting the Purchaser’s right to sell the Common Shares pursuant
to a currently effective registration statement or otherwise in compliance with applicable federal and state securities laws).
The Purchaser is acquiring the Common Shares hereunder in the ordinary course of its business.


 


(d)      Purchaser
Status. At the time the Purchaser was offered the Common Shares, it was, and as of the date hereof it is, an “accredited
investor” as defined in Rule 501 under the Securities Act.


 


(e)      Experience
of the Purchaser. The Purchaser, either alone or together with its representatives, has such knowledge, sophistication and
experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment
in the Common Shares, and has so evaluated the merits and risks of such investment. The Purchaser is able to bear the economic
risk of an investment in the Common Shares and, at the present time, is able to afford a complete loss of such investment.


 


(f)      General
Solicitation. The Purchaser is not purchasing the Common Shares as a result of any advertisement, article, notice or other
communication regarding the Common Shares published in any newspaper, magazine or similar media or broadcast over television or
radio or presented at any seminar or any other general solicitation or general advertisement.


 






    	 	14	 



     


    

 


(g)     Governmental
Review.  The Purchaser understands that no United States federal or state agency or any other government or governmental
agency has passed upon or made any recommendation or endorsement of the Common Shares offered hereby.


 


(h)      Access
to Information. The Purchaser acknowledges that it has had the opportunity to review the Transaction Documents (including
all exhibits and schedules thereto) and the SEC Reports and has been afforded (i) the opportunity to ask such questions as it
has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the
offering of the Common Shares and the merits and risks of investing in the Common Shares; (ii) access to information about the
Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable
it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can
acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment.
The Purchaser acknowledges and understands that (i) the Company may possess material nonpublic information regarding the Company
not known to the Purchaser and that may impact the value of the Common Shares and (ii) the Purchaser is relying on its own due
diligence investigation in determining to enter into this Agreement and consummate the transactions contemplated hereby. The Purchaser
agrees that the Company shall have no liability to the Purchaser due to or in connection with the Company’s use or non-disclosure
of such information, and the Purchaser hereby irrevocably waives any claim that it might have based on the failure of the Company
to disclose such information.


 


(i)       Certain
Transactions and Confidentiality. Other than consummating the transactions contemplated hereunder, the Purchaser has not directly
or indirectly, nor has any Person acting on behalf of or pursuant to any understanding with the Purchaser, executed any purchases
or sales, including Short Sales, of the securities of the Company during the period commencing as of the time that the Purchaser
first received a term sheet (written or oral) from the Company or any other Person representing the Company setting forth the
material terms of the transactions contemplated hereunder and ending immediately prior to the execution hereof. Other than to
other Persons party to this Agreement, the Purchaser has maintained the confidentiality of all disclosures made to it in connection
with this transaction (including the existence and terms of this transaction).


 


(j)       Litigation.
There is no material Action pending, or to the knowledge of the Purchaser, threatened against the Purchaser, any of its subsidiaries
or any of their respective properties which (i) adversely affects or challenges the legality, validity or enforceability of any
of the Transaction Documents or the Common Shares or (ii) could, if there were an unfavorable decision, have or reasonably be
expected to result in a Material Adverse Effect.


 






    	 	15	 



     


    

 


(k)      No
Disqualification Events. With respect to the Common Shares to be offered and sold hereunder in reliance on Rule 506 under
the Securities Act, none of the Purchaser, any of its predecessors, any director, executive officer, other officer of the Purchaser
participating in the offering hereunder, any beneficial owner of 20% or more of the Purchaser’s outstanding voting equity
securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Securities
Act) connected with the Purchaser in any capacity at the time of sale (each, an “Purchaser Covered Person”
and, together, “Purchaser Covered Persons”) is subject to any Disqualification Event, except for a Disqualification
Event covered by Rule 506(d)(2) or (d)(3). The Purchaser has exercised reasonable care to determine whether any Purchaser Covered
Person is subject to a Disqualification Event.


 


(l)      Certain
Fees. No brokerage or finder’s fees or commissions are or will be payable by the Purchaser or any of its subsidiaries
to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other Person with respect
to the transactions contemplated by the Transaction Documents.


 


(m)    
Sufficiency of Funds. The Purchaser has sufficient cash on hand or other sources of immediately available funds to enable
it to make payment of the Purchase Price and consummate the transactions contemplated by this Agreement.


 


ARTICLE
IV. 


OTHER
AGREEMENTS OF THE PARTIES


 


4.1    Transfer
Restrictions.


 


(a)     The
Common Shares may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of
Common Shares other than pursuant to an effective registration statement or Rule 144, to the Company or to an Affiliate of a Purchaser,
the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and
reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company,
to the effect that such transfer does not require registration of such transferred Common Shares under the Securities Act. As
a condition of transfer, any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have
the rights and obligations of a Purchaser under this Agreement.


 


(b)     The
Purchaser agrees to the imprinting of a legend on any of the Common Shares in the following form:


 


THIS
SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE
UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY,
MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH
APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF
WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.


 






    	 	16	 



     


    

 


(c)     Certificates
evidencing the Common Shares shall be eligible to have the legend set forth in Section 4.1(b) hereof removed: (i) following any
sale of such Common Shares pursuant to a currently effective registration statement, (ii) following any sale of such Common Shares
pursuant to Rule 144 or (iii) if Company Counsel, in its sole discretion, determines such legend is not required under applicable
requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission).
If the Purchaser effects a sale, assignment or transfer of Common Shares pursuant to and in accordance with the requirements of
Rule 144 or a currently effective registration statement, the Company shall permit the transfer and shall promptly instruct its
transfer agent to issue one or more certificates or credit shares to the applicable balance accounts at DTC in such name and in
such denominations as specified by such Purchaser to effect such sale, transfer or assignment. Any fees (with respect to the transfer
agent, counsel to the Company or otherwise) associated with the removal of any legends on any of the Common Shares shall be borne
by the Company.


  


(d)     The
Purchaser agrees that it will sell any Common Shares pursuant to either the registration requirements of the Securities Act, including
any applicable prospectus delivery requirements, or an exemption therefrom, and that if Common Shares are sold pursuant to a registration
statement, they will be sold in compliance with the plan of distribution set forth therein, and acknowledges that the removal
of the restrictive legend from certificates representing Common Shares as set forth in this Section 4.1 is predicated upon the
Company’s reliance upon this understanding.


 


4.2     Furnishing
of Information. The Company covenants to use reasonable efforts to maintain the registration of the Common Stock under Section
12(g) of the Exchange Act and to timely file (or obtain extensions in respect thereof and file within the applicable grace period)
all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act for as long as the Company
determines that maintaining the registration of the Common Stock under the Exchange Act is in the best interests of the Company.


 


4.3     Integration.
The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined
in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Common Shares in a manner that would
require the registration under the Securities Act of the sale of the Common Shares.


 


4.4     Securities
Laws Disclosure; Publicity. The Company shall promptly after execution of this Agreement issue a press release disclosing
the material terms of the transactions contemplated hereby and file a Current Report on Form 8-K with the Commission within the
time required by the Exchange Act. The Company and the Purchaser shall consult with each other in issuing any other press releases
with respect to the transactions contemplated hereby, and neither the Company nor the Purchaser shall issue any such press release
or otherwise make any such public statement without the prior consent of the other party, which consent shall not unreasonably
be withheld or delayed; provided, however, that if such disclosure is required by law, the disclosing party shall be permitted
to make such disclosure after promptly providing the other party with prior notice of such public statement or communication.


 






    	 	17	 



     


    

 


4.5     Shareholder
Rights Plan. No claim will be made or enforced by the Company or, with the consent of the Company, by any other Person, that
the Purchaser is an “Acquiring Person” under any control share acquisition, business combination, poison pill (including
any distribution under a rights agreement) or similar anti-takeover plan or arrangement in effect or hereafter adopted by the
Company, or that the Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving
Common Shares under the Transaction Documents or under any other agreement between the Company and the Purchaser.


 


4.6     Use
of Proceeds. The Company shall use the net proceeds from the sale of the Common Shares hereunder for working capital purposes.


 


4.7      Indemnification
of the Purchaser. Subject to the provisions of this Section 4.7, for the twelve (12) month period following the date hereof,
the Company will indemnify and hold the Purchaser and its directors, officers, shareholders, members, partners, employees and
agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such
title or any other title), each Person who controls the Purchaser (within the meaning of Section 15 of the Securities Act and
Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other
Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other
title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all losses, liabilities,
obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs
and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result
of or relating to (a) any material breach of any of the representations, warranties, covenants or agreements made by the Company
in this Agreement or in the other Transaction Documents or (b) any action instituted against the Purchaser Parties in any capacity,
or any of them or their respective Affiliates, by any stockholder of the Company who is not an Affiliate of such Purchaser Party,
with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of
such Purchaser Party’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings
such Purchaser Party may have with any such stockholder or any violations by such Purchaser Party of state or federal securities
laws or any conduct by such Purchaser Party which constitutes fraud, gross negligence, willful misconduct, malfeasance or bad
faith). If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this
Agreement, such Purchaser Party shall promptly notify the Company in writing, and the Company shall have the right to assume the
defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party shall have
the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such
counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically
authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and
to employ counsel or (iii) in such action there is, in the reasonable opinion of counsel, a material conflict on any material
issue between the position of the Company and the position of such Purchaser Party, in which case the Company shall be responsible
for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable to any Purchaser
Party under this Agreement (y) for any settlement by a Purchaser Party effected without the Company’s prior written consent,
which shall not be unreasonably withheld or delayed; or (z) to the extent that a loss, claim, damage or liability is attributable
to any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser
Party in this Agreement or in the other Transaction Documents or a Purchaser Party’s fraud, gross negligence, willful misconduct,
malfeasance or bad faith. The indemnification required by this Section 4.7 shall be made by periodic payments of the amount thereof
during the course of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained
herein shall be in addition to any cause of action or similar right of any Purchaser Party against the Company or others and any
liabilities the Company may be subject to pursuant to law.


 






    	 	18	 



     


    

 


4.8     Certain
Transactions and Confidentiality. The Purchaser covenants that neither it, nor any Affiliate acting on its behalf or pursuant
to any understanding with it, will execute any Short Sales of any of the Company’s securities during the period commencing
with the execution of this Agreement and ending at such time that the Purchaser no longer holds any Common Shares.  The Purchaser
covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company pursuant
to the initial press release as described in Section 4.4, the Purchaser will maintain the confidentiality of the existence and
terms of this transaction and the information included in the Transaction Documents.


 


4.9     Form
D; Blue Sky Filings. The Company agrees to timely file a Form D with respect to the Common Shares as required under Regulation
D and to provide a copy thereof, promptly upon request of the Purchaser. The Company shall take such action as the Company shall
reasonably determine is necessary in order to obtain an exemption for, or to qualify the Common Shares for, sale to the Purchaser
at the Closing under applicable securities or “Blue Sky” laws of the states of the United States, and shall provide
evidence of such actions promptly upon request of the Purchaser. 


 


ARTICLE
V. 


MISCELLANEOUS


 


5.1    Termination. 
This Agreement may be terminated by the Company or the Purchaser by written notice to the other party if the Closing has not been
consummated on or before December 31, 2017; provided, that such termination will not affect the right of any party to sue
for any breach by any other party (or parties).


 


5.2     Fees
and Expenses. Except as expressly set forth in the Transaction Documents to the contrary, each party shall pay the fees and
expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident
to the negotiation, preparation, execution, delivery and performance of this Agreement. The Company shall pay all Transfer Agent
fees incurred in connection herewith (including, without limitation, any fees required for same-day processing of any instruction
letter delivered by the Company).


 


5.3    Entire
Agreement. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of
the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral
or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.


 






    	 	19	 



     


    

 


5.4     Notices.
Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and
shall be deemed given and effective on the earliest of: (a) the date of transmission, if such notice or communication is delivered
via facsimile at the email address as set forth on the signature pages attached hereto at or prior to 5:30 p.m. (New York City
time) on a Trading Day, (b) the next Trading Day after the date of transmission, if such notice or communication is delivered
via facsimile at the email address as set forth on the signature pages attached hereto on a day that is not a Trading Day or later
than 5:30 p.m. (New York City time) on any Trading Day, (c) the second (2nd) Trading Day following the date of mailing,
if sent by U.S. nationally recognized overnight courier service or (d) upon actual receipt by the party to whom such notice is
required to be given. The address for such notices and communications shall be as set forth on the signature pages attached hereto.


 


5.5    Amendments;
Waivers. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed,
in the case of an amendment, by the Company and the Purchaser or, in the case of a waiver, by the party against whom enforcement
of any such waived provision is sought. No waiver of any default with respect to any provision, condition or requirement of this
Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other
provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any
manner impair the exercise of any such right.


 


5.6     Headings.
The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect
any of the provisions hereof.


 


5.7    Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted
assigns. Neither the Company nor the Purchaser may assign this Agreement or any rights or obligations hereunder without the prior
written consent of the other party (other than by merger).


 


5.8    No
Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective successors
and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except as
otherwise set forth in Section 4.7 (Indemnification of the Purchaser) and this Section 5.8 (No Third Party Beneficiaries).


 






    	 	20	 



     


    

 


5.9    Governing
Law. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall
be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the
principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement
and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a
party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be
commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to
the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication
of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including
with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert
in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such
suit, action or proceeding is improper or is an inconvenient venue for such proceeding. Each party hereby irrevocably waives personal
service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered
or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under
this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing
contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If either
party shall commence an action, suit or proceeding to enforce any provisions of the Transaction Documents, then, in addition to
the obligations of the Company under Section 4.7, the prevailing party in such action, suit or proceeding shall be reimbursed
by the other party for its reasonable and documented attorneys’ fees and other costs and expenses incurred with the investigation,
preparation and prosecution of such action or proceeding.


 


5.10   Survival.
The representations and warranties contained herein shall survive the Closing and the delivery of the Common Shares.


 


5.11   Execution.
This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same
agreement and shall become effective when counterparts have been signed by each party and delivered to each other party, it being
understood that the parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission
or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of
the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf”
signature page were an original thereof.


 


5.12   Severability.
If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid,
illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain
in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially
reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated
by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that
they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be
hereafter declared invalid, illegal, void or unenforceable.


 






    	 	21	 



     


    

 


5.13   Replacement
of Common Shares. If any certificate or instrument evidencing any Common Shares is mutilated, lost, stolen or destroyed, the
Company shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation),
or in lieu of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory
to the Company of such loss, theft or destruction. The applicant for a new certificate or instrument under such circumstances
shall also pay any reasonable third-party costs (including customary indemnity) associated with the issuance of such replacement
Common Shares.


 


5.14   Remedies.
In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, the Purchaser
and the Company will be entitled to specific performance under the Transaction Documents. The parties agree that monetary damages
may not be adequate compensation for any loss incurred by reason of any breach of obligations contained in the Transaction Documents
and hereby agree to waive and not to assert in any action for specific performance of any such obligation the defense that a remedy
at law would be adequate.


 


5.15   Saturdays,
Sundays and Holidays.If the last or appointed day for the taking of any action or the expiration of any right required
or granted herein shall not be a Trading Day, then such action may be taken or such right may be exercised on the next succeeding
Trading Day.


 


5.16   Construction.
The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity to revise the Transaction
Documents and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting
party shall not be employed in the interpretation of the Transaction Documents or any amendments thereto. In addition, each and
every reference to share prices and shares of Common Stock in any Transaction Document shall be subject to adjustment for reverse
and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after
the date of this Agreement.


 


5.17   WAIVER
OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES
EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY
AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY. 


 


(Signature
Pages Follow)


 






    	 	22	 



     


    

 





IN
WITNESS WHEREOF, the undersigned has caused this Securities Purchase Agreement to be duly executed by its authorized signatory
as of the date first indicated above.


 


 


	SNAP INTERACTIVE, INC.	 	Address for Notice:
	 	 	 	122 East 42nd
    Street, 26th Floor
	By:	/s/ Judy Krandel	 	New York, NY 10168
	 	Name: Judy Krandel	 	 
	 	Title: CFO	 	E-mail:
	 	 	 	Jkrandel@snap-Interative.com
	With a copy to (which shall not
    constitute notice):	 	 






 


[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK


SIGNATURE
PAGE FOR PURCHASER FOLLOWS]


 






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[PURCHASER
SIGNATURE PAGE TO STVI SECURITIES PURCHASE AGREEMENT]


 


IN
WITNESS WHEREOF, the undersigned has caused this Securities Purchase Agreement to be duly executed by its authorized signatory
as of the date first indicated above.


 


Name
of Purchaser: Hershey Strategic Capital, LP


 


Signature
of Authorized Signatory of Purchaser: /s/ Adam Hershey________________________


 


Name
of Authorized Signatory: Adam Hershey________________________________________


 


Title
of Authorized Signatory: Managing Member_____________________________________


 


Email
Address of Authorized Signatory: Adam@hersheycapitalmgt.com___________________


 


Address
for Notice to Purchaser: 6 Pompano Road Rumson, NJ 07760


   


 


Address
for Delivery of Common Shares to Purchaser (if not same as address for notice):


  


 


Purchase
Price: $1,000,000


 


Price
Per Share: $5.00


  


Aggregate
Common Shares to be Issued: 200,000


  


EIN
Number: 561948225________


   


 


 


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