EX-4.7



 Exhibit 4.7 

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR IN FORM AND
SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION. 
 WARRANT TO PURCHASE
STOCK 
 Company: ZOOSK, INC. 

Number of Shares: 56,140 

Type/Series of Stock: COMMON STOCK 

Warrant Price: $2.85 per share 

Issue Date: February 4, 2013 

Expiration Date: February 4, 2023            See also Section 5.1(b).


			
	 Credit Facility:
	  	 This Warrant to Purchase Stock (“Warrant”) is issued in connection with that certain Loan and Security Agreement of even date herewith
between Silicon Valley Bank and the Company (the “Loan Agreement”).


 THIS WARRANT CERTIFIES THAT, for good and valuable consideration, SILICON VALLEY BANK
(together with any successor or permitted assignee or transferee of this Warrant or of any shares issued upon exercise hereof, “Holder”) is entitled to purchase the number of fully paid and non-assessable shares (the
“Shares”) of the above-stated Type/Series of Stock (the “Class”) of the above-named company (the “Company”) at the above-stated Warrant Price, all as set forth above and as
adjusted pursuant to Section 2 of this Warrant, subject to the provisions and upon the terms and conditions set forth in this Warrant. Reference is made to Section 5.4 of this Warrant whereby Silicon Valley Bank shall transfer this Warrant
to its parent company, SVB Financial Group. 
 SECTION 1. EXERCISE. 

1.1       Method of Exercise. Holder may at any time and from time to time exercise this
Warrant, in whole or in part, by delivering to the Company the original of this Warrant together with a duly executed Notice of Exercise in substantially the form attached hereto as Appendix 1 and, unless Holder is exercising this Warrant pursuant
to a cashless exercise set forth in Section 1.2, a check, wire transfer of same-day funds (to an account designated by the Company), or other form of payment acceptable to the Company for the aggregate Warrant Price for the Shares being
purchased. 
 1.2       Cashless Exercise. On any exercise of this Warrant, in lieu of
payment of the aggregate Warrant Price in the manner as specified in Section 1.1 above, but otherwise in accordance with the requirements of Section 1.1, Holder may elect to receive Shares equal to the value of this Warrant, or portion
hereof as to which this Warrant is being exercised. Thereupon, the Company shall issue to the Holder such number of fully paid and non-assessable Shares as are computed using the following formula: 

X = Y(A-B)/A 

where: 

  
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		 	 X =
	  	 the number of Shares to be issued to the Holder;

			
		 	 Y =
	  	 the number of Shares with respect to which this Warrant is being exercised (inclusive of the Shares surrendered to the Company in payment of the aggregate
Warrant Price);

			
		 	 A =
	  	 the fair market value (as determined pursuant to Section 1.3 below) of one Share; and

			
		 	 B =
	  	 the Warrant Price.


 1.3       Fair Market Value. If the Company’s common
stock is then traded or quoted on a nationally recognized securities exchange, inter-dealer quotation system or over-the-counter market (a “Trading Market”) and the Class is common stock, the fair market value of a Share
shall be the closing price or last sale price of a share of common stock reported for the Business Day immediately before the date on which Holder delivers this Warrant together with its Notice of Exercise to the Company. If the Company’s
common stock is then traded in a Trading Market and the Class is a series of the Company’s convertible preferred stock, the fair market value of a Share shall be the closing price or last sale price of a share of the Company’s common stock
reported for the Business Day immediately before the date on which Holder delivers this Warrant together with its Notice of Exercise to the Company multiplied by the number of shares of the Company’s common stock into which a Share is then
convertible. If the Company’s common stock is not traded in a Trading Market, the Board of Directors of the Company shall determine the fair market value of a Share in its reasonable good faith judgment. 

1.4       Delivery of Certificate and New Warrant. Within a reasonable time after Holder
exercises this Warrant in the manner set forth in Section 1.1 or 1.2 above, the Company shall deliver to Holder a certificate representing the Shares issued to Holder upon such exercise and, if this Warrant has not been fully exercised and has
not expired, a new warrant of like tenor representing the Shares not so acquired. 
 1.5      
Replacement of Warrant. On receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and, in the case of loss, theft or destruction, on delivery of an indemnity agreement
reasonably satisfactory in form, substance and amount to the Company or, in the case of mutilation, on surrender of this Warrant to the Company for cancellation, the Company shall, within a reasonable time, execute and deliver to Holder, in lieu of
this Warrant, a new warrant of like tenor and amount. 
 1.6       Treatment of Warrant
Upon Acquisition of Company. 
 (a)        Acquisition. For the purpose
of this Warrant, “Acquisition” means any transaction or series of related transactions involving: (i) the sale, lease, exclusive license, or other disposition of all or substantially all of the assets of the Company
(ii) any merger or consolidation of the Company into or with another person or entity (other than a merger or consolidation effected exclusively to change the Company’s domicile), or any other corporate reorganization, in which the
stockholders of the Company in their capacity as such immediately prior to such merger, consolidation or reorganization, own less than a majority of the Company’s (or the surviving or successor entity’s) outstanding voting power
immediately after such merger, consolidation or reorganization; or (iii) any sale or other transfer by the stockholders of the Company of shares representing at least a majority of the Company’s then-total outstanding combined voting
power. 

  
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 (b)        Treatment of Warrant at
Acquisition. In the event of an Acquisition in which the consideration to be received by the Company’s stockholders consists solely of cash, solely of Marketable Securities or a combination of cash and Marketable Securities (a
“Cash/Public Acquisition”), either (i) Holder shall exercise this Warrant pursuant to Section 1.1 and/or 1.2 and such exercise will be deemed effective immediately prior to and contingent upon the consummation of
such Acquisition or (ii) if Holder elects not to exercise the Warrant, this Warrant will expire immediately prior to the consummation of such Acquisition. 

(c)        The Company shall provide Holder with written notice of its request
relating to the Cash/Public Acquisition (together with such reasonable information as Holder may reasonably require regarding the treatment of this Warrant in connection with such contemplated Cash/Public Acquisition giving rise to such notice),
which is to be delivered to Holder not less than seven (7) Business Days prior to the closing of the proposed Cash/Public Acquisition. In the event the Company does not provide such notice, then if immediately prior to the Cash/Public
Acquisition, the fair market value of one Share (or other security issuable upon the exercise hereof) as determined in accordance with Section 1.3 above would be greater than the Warrant Price in effect on such date, then this Warrant shall
automatically be deemed on and as of such date to be exercised pursuant to Section 1.2 above as to all Shares (or such other securities) for which it shall not previously have been exercised, and the Company shall promptly notify the Holder of
the number of Shares (or such other securities) issued upon such exercise to the Holder and Holder shall be deemed to have restated each of the representations and warranties in Section 4 of the Warrant as the date thereof. 

(d)        Upon the closing of any Acquisition other than a Cash/Public Acquisition
defined above, the acquiring, surviving or successor entity shall assume the obligations of this Warrant, and this Warrant shall thereafter be exercisable for the same securities and/or other property as would have been paid for the Shares issuable
upon exercise of the unexercised portion of this Warrant as if such Shares were outstanding on and as of the closing of such Acquisition, subject to further adjustment from time to time in accordance with the provisions of this Warrant. 

(e)        As used in this Warrant, “Marketable Securities”
means securities meeting all of the following requirements: (i) the issuer thereof is then subject to the reporting requirements of Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), and is then current in its filing of all required reports and other information under the Act and the Exchange Act; (ii) the class and series of shares or other security of the issuer that would be
received by Holder in connection with the Acquisition were Holder to exercise this Warrant on or prior to the closing thereof is then traded in Trading Market, and (iii) Holder would be able to publicly re-sell, within six (6) months
following the closing of such Acquisition, all of the issuer’s shares and/or other securities that would be received by Holder in such Acquisition were Holder to exercise this Warrant in full on or prior to the closing of such Acquisition. 

SECTION 2. ADJUSTMENTS TO THE SHARES AND WARRANT PRICE. 

2.1       Stock Dividends, Splits, Etc. If the Company declares or pays a dividend or
distribution on the outstanding shares of the Class payable in common stock or other securities or property (other than cash), then upon exercise of this Warrant, for each Share acquired, Holder shall receive, without additional cost to Holder, the
total number and kind of securities and property which Holder would have received had Holder owned the Shares of record as of the date the dividend or distribution occurred. If the Company subdivides the outstanding shares of the Class by
reclassification or otherwise into a greater number of shares, the number of Shares purchasable hereunder shall be 

  
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proportionately increased and the Warrant Price shall be proportionately decreased. If the outstanding shares of the Class are combined or consolidated, by reclassification or otherwise, into a
lesser number of shares, the Warrant Price shall be proportionately increased and the number of Shares shall be proportionately decreased. 

2.2       Reclassification, Exchange, Combinations or Substitution. Upon any event
whereby all of the outstanding shares of the Class are reclassified, exchanged, combined, substituted, or replaced for, into, with or by Company securities of a different class and/or series, then from and after the consummation of such event, this
Warrant will be exercisable for the number, class and series of Company securities that Holder would have received had the Shares been outstanding on and as of the consummation of such event, and subject to further adjustment thereafter from time to
time in accordance with the provisions of this Warrant. The provisions of this Section 2.2 shall similarly apply to successive reclassifications, exchanges, combinations substitutions, replacements or other similar events. 

2.3       [Reserved]. 

2.4       Adjustments for Diluting Issuances. Without duplication of any adjustment
otherwise provided for in this Section 2, the number of shares of common stock issuable upon conversion of the Shares shall be subject to anti-dilution adjustment from time to time in the manner set forth in the Company’s Articles or
Certificate of Incorporation as if the Shares were issued and outstanding on and as of the date of any such required adjustment. 

2.5       No Fractional Share. No fractional Share shall be issuable upon exercise of
this Warrant and the number of Shares to be issued shall be rounded down to the nearest whole Share. If a fractional Share interest arises upon any exercise of the Warrant, the Company shall eliminate such fractional Share interest by paying Holder
in cash the amount computed by multiplying the fractional interest by (i) the fair market value (as determined in accordance with Section 1.3 above) of a full Share, less (ii) the then-effective Warrant Price. 

2.6       Notice/Certificate as to Adjustments. Upon each adjustment of the Warrant
Price, Class and/or number of Shares, the Company, at the Company’s expense, shall notify Holder in writing within a reasonable time setting forth the adjustments to the Warrant Price, Class and/or number of Shares and facts upon which such
adjustment is based. The Company shall, upon written request from Holder, furnish Holder with a certificate of its Chief Financial Officer, including computations of such adjustment and the Warrant Price, Class and number of Shares in effect upon
the date of such adjustment. 
 SECTION 3. REPRESENTATIONS AND COVENANTS OF THE COMPANY. 

3.1       Representations and Warranties. The Company represents and warrants to, and
agrees with, the Holder as follows: 
 (a)        The initial per share Warrant
Price referenced on the first page of this Warrant is not greater than the fair market value of one share of common stock (a minority/non-marketable interest) on a minority/marketable basis in the Company, as reflected in the Company’s 409A
valuation report completed by a third party valuation firm with a valuation date of September 30, 2012, which 409A valuation report is the most recent of such reports issued as of the Issue Date. 

  
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 (b)        All Shares which may be issued
upon the exercise of this Warrant, and all securities, if any, issuable upon conversion of the Shares, shall, upon issuance, be duly authorized, validly issued, fully paid and non-assessable, and free of any liens and encumbrances except for those
in favor of Holder and for restrictions on transfer provided for herein or under applicable federal and state securities laws. The Company covenants that it shall at all times cause to be reserved and kept available out of its authorized and
unissued capital stock such number of shares of the Class as will be sufficient to permit the exercise in full of this Warrant. 

(c)        The Company’s capitalization table attached hereto as Schedule 1 is
true and complete, in all material respects, as of the Issue Date. 
 3.2       Notice of
Certain Events. If the Company proposes at any time to: 
 (a) declare any dividend or distribution upon the
outstanding shares of the Class, whether in cash, property, stock, or other securities and whether or not a regular cash dividend; 

(b) offer for subscription or sale pro rata to the holders of the outstanding shares of the Class any additional shares of
any class or series of the Company’s stock (other than pursuant to contractual pre-emptive rights); 
 (c) effect any
reclassification, exchange, combination, substitution, reorganization or recapitalization of the outstanding shares of the Class; 

(d) effect an Acquisition or to liquidate, dissolve or wind up; or 

(e) effect an initial underwritten public offering and sale of the Company’s common stock pursuant to an effective
registration statement under the Act (the “IPO”): 
 then, in connection with each such event, the Company shall give
Holder: 
 (1) at least seven (7) Business Days prior written notice of the date on which a record will
be taken for such dividend, distribution, or subscription rights (and specifying the date on which the holders of outstanding shares of the Class will be entitled thereto) or for determining rights to vote, if any, in respect of the matters referred
to in (a) and (b) above; 
 (2) in the case of the matters referred to in (c) and
(d) above at least seven (7) Business Days prior written notice of the date when the same will take place (and specifying the date on which the holders of outstanding shares of the Class will be entitled to exchange their shares for the
securities or other property deliverable upon the occurrence of such event); and 
 (3) with respect to the
IPO, at least seven (7) Business Days prior written notice of the effective date of the Company’s registration statement in connection therewith. 

Reference is made to Section 1.6(c) whereby this Warrant will be deemed to be exercised pursuant to Section 1.2 hereof if the
Company does not give written notice to Holder of a Cash/Public Acquisition as required by the terms hereof. Company will also provide information requested by Holder that is reasonably necessary to enable Holder to comply with Holder’s
accounting or reporting requirements; 

  
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provided that any such information provided in connection with this Warrant shall be the confidential information of the Company and subject to Section 12.10 of the Loan Agreement. 

SECTION 4. REPRESENTATIONS, WARRANTIES OF THE HOLDER. 

The Holder represents and warrants to the Company as follows: 

4.1       Purchase for Own Account. This Warrant and the securities to be acquired upon
exercise of this Warrant by Holder are being acquired for investment for Holder’s account, not as a nominee or agent, and not with a view to the public resale or distribution within the meaning of the Act. Holder also represents that it has not
been formed for the specific purpose of acquiring this Warrant or the Shares. 
 4.2      
Disclosure of Information. Holder is aware of the Company’s business affairs and financial condition and has received or has had full access to all the information it considers necessary or appropriate to make an informed investment
decision with respect to the acquisition of this Warrant and its underlying securities. Holder further has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of this Warrant
and its underlying securities and to obtain additional information (to the extent the Company possessed such information or could acquire it without unreasonable effort or expense) necessary to verify any information furnished to Holder or to which
Holder has access. 
 4.3       Investment Experience. Holder understands that the
purchase of this Warrant and its underlying securities involves substantial risk. Holder has experience as an investor in securities of companies in the development stage and acknowledges that Holder can bear the economic risk of such Holder’s
investment in this Warrant and its underlying securities and has such knowledge and experience in financial or business matters that Holder is capable of evaluating the merits and risks of its investment in this Warrant and its underlying securities
and/or has a preexisting personal or business relationship with the Company and certain of its officers, directors or controlling persons of a nature and duration that enables Holder to be aware of the character, business acumen and financial
circumstances of such persons. 
 4.4       Accredited Investor Status. Holder is an
“accredited investor” within the meaning of Regulation D promulgated under the Act. 

4.5       The Act. Holder understands that this Warrant and the Shares issuable upon
exercise hereof have not been registered under the Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of the Holder’s investment intent as expressed herein. Holder
understands that this Warrant and the Shares issued upon any exercise hereof must be held indefinitely unless subsequently registered under the Act and qualified under applicable state securities laws, or unless exemption from such registration and
qualification are otherwise available. Holder is aware of the provisions of Rule 144 promulgated under the Act. 

4.6       Lock-Up Agreement. The Holder agrees that the Shares shall be subject to the
Lock-Up Agreement in Section 1.14 of the Amended and Restated Investor Rights Agreement dated December 21, 2011 (as amended from time to time) (the “Lock-Up Agreement”). 

  
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 4.7       No Voting or Other Stockholder
Rights. Holder, as a Holder of this Warrant, will not have any voting rights or other rights as a stockholder of the Company until the exercise of this Warrant. 

SECTION 5. MISCELLANEOUS. 

5.1       Term and Automatic Conversion Upon Expiration. 

(a)        Term. Subject to the provisions of Section 1.6 above, this
Warrant is exercisable in whole or in part at any time and from time to time on or before 6:00 PM, Pacific Time, on the Expiration Date and shall be void thereafter. 

(b)        Automatic Cashless Exercise upon Expiration. In the event that, upon
the Expiration Date, the fair market value of one Share (or other security issuable upon the exercise hereof) as determined in accordance with Section 1.3 above is greater than the Warrant Price in effect on such date, then this Warrant shall
automatically be deemed on and as of such date to be exercised pursuant to Section 1.2 above as to all Shares (or such other securities) for which it shall not previously have been exercised, and the Company shall, within a reasonable time,
deliver a certificate representing the Shares (or such other securities) issued upon such exercise to Holder. 

5.2       Legends. The Shares (and the securities issuable, directly or indirectly, upon
conversion of the Shares, if any) shall be imprinted with a legend in substantially the following form: 
 THE SHARES
EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN THAT CERTAIN WARRANT TO PURCHASE STOCK ISSUED BY
THE ISSUER TO SILICON VALLEY BANK DATED FEBRUARY 4, 2013, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, PLEDGE OR
OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION. 
 5.3       Compliance with Securities
Laws on Transfer. This Warrant and the Shares issuable upon exercise of this Warrant (and the securities issuable, directly or indirectly, upon conversion of the Shares, if any) may not be transferred or assigned in whole or in part except in
compliance with applicable federal and state securities laws by the transferor and the transferee (including, without limitation, the delivery of investment representation letters and legal opinions reasonably satisfactory to the Company, as
reasonably requested by the Company). The Company shall not require Holder to provide an opinion of counsel if the transfer is to SVB Financial Group (Silicon Valley Bank’s parent company) or any other Affiliate of Holder, provided that any
such transferee is an “accredited investor” as defined in Regulation D promulgated under the Act. Additionally, the Company shall also not require an opinion of counsel if there is no material question as to the availability of Rule 144
promulgated under the Act. As used herein, an “Affiliate” means, with respect to any Holder, any other entity which, directly or indirectly, controls, is controlled by, or is under common control with such Holder. 

  
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 5.4       Transfer Procedure. After receipt
by Silicon Valley Bank of the executed Warrant, Silicon Valley Bank will transfer all of this Warrant to its parent company, SVB Financial Group. By its acceptance of this Warrant, SVB Financial Group hereby makes to the Company each of the
representations and warranties set forth in Section 4 hereof and agrees to be bound by all of the terms and conditions of this Warrant as if the original Holder hereof, including without limitation, the provisions of the Lock-Up Agreement.
Subject to the provisions of Section 5.3 and upon providing the Company with written notice, SVB Financial Group and any subsequent Holder may transfer all or part of this Warrant or the Shares issuable upon exercise of this Warrant (or the
securities issuable directly or indirectly, upon conversion of the Shares, if any) to any transferee, provided, however, in connection with any such transfer, SVB Financial Group or any subsequent Holder will give the Company notice of the portion
of the Warrant being transferred with the name, address and taxpayer identification number of the transferee and Holder will surrender this Warrant to the Company for reissuance to the transferee(s) (and Holder if applicable); and provided further,
that any subsequent transferee other than SVB Financial Group shall agree in writing with the Company to be bound by all of the terms and conditions of this Warrant, including without limitation, the provisions of the Lock-Up Agreement.
Notwithstanding any contrary provision herein, at all times prior to the IPO, Holder may not, without the Company’s prior written consent, transfer this Warrant or any portion hereof, or any Shares issued upon any exercise hereof, or any shares
or other securities issued upon any conversion of any Shares issued upon any exercise hereof, to any person or entity who directly competes with the Company, except in connection with an Acquisition of the Company by such a direct competitor. 

5.5       Notices. All notices and other communications hereunder from the Company to the
Holder, or vice versa, shall be deemed delivered and effective (i) when given personally, (ii) on the third (3rd) Business Day after being mailed by first-class registered or certified mail, postage prepaid, (iii) if given by
facsimile, upon confirmation of facsimile transfer, or if sent via electronic mail, upon transmission when directed to the relevant electronic mail address, or (iv) on the first Business Day following delivery to a reliable overnight courier
service, courier fee prepaid, in any case at such address as may have been furnished to the Company or Holder, as the case may be, in writing by the Company or such Holder from time to time in accordance with the provisions of this Section 5.5.
All notices to Holder shall be addressed as follows until the Company receives notice of a change of address in connection with a transfer or otherwise: 

SVB Financial Group 

Attn: Treasury Department 

3003 Tasman Drive, HC 215 

Santa Clara, CA 95054 

Telephone: [Telephone] 

Facsimile: [Fax] 

Email address: [Email] 

  
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 Notice to the Company shall be addressed as follows until Holder receives notice
of a change in address: 
 ZOOSK, INC. 

Attn: Eric Barnett 

989 Market Street, Fifth Floor 

San Francisco CA 94103 

Telephone: [Telephone] 

Facsimile: [Fax] 

Email: [Email] 

With a copy (which shall not constitute notice) to: 

Orrick, Herrington & Sutcliffe, LLP 

Attn: Gregory Heibel 

1000 Marsh Road 

Menlo Park, CA 94025 

Telephone: [Telephone] 

Facsimile: [Fax] 

Email: [Email] 

5.6       Waiver. This Warrant and any term hereof may be changed, waived, discharged or
terminated (either generally or in a particular instance and either retroactively or prospectively) only by an instrument in writing signed by the party against which enforcement of such change, waiver, discharge or termination is sought. 

5.7       Attorney’s Fees. In the event of any dispute between the parties
concerning the terms and provisions of this Warrant, the party prevailing in such dispute shall be entitled to collect from the other party all costs incurred in such dispute, including reasonable attorneys’ fees. 

5.8       Counterparts; Facsimile/Electronic Signatures. This Warrant may be executed in
counterparts, all of which together shall constitute one and the same agreement. Any signature page delivered electronically or by facsimile shall be binding to the same extent as an original signature page with regards to any agreement subject to
the terms hereof or any amendment thereto. 
 5.9       Governing Law. This Warrant
shall be governed by and construed in accordance with the laws of the State of California, without giving effect to its principles regarding conflicts of law. 

5.10     Headings. The headings in this Warrant are for purposes of reference only and shall not
limit or otherwise affect the meaning of any provision of this Warrant. 
 5.11     Business
Days. “Business Day” is any day that is not a Saturday, Sunday or a day on which Silicon Valley Bank is closed. 

[Remainder of page left blank intentionally] 

[Signature page follows] 

  
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 IN WITNESS WHEREOF, the parties have caused this Warrant to Purchase Stock to be
executed by their duly authorized representatives effective as of the Issue Date written above. 
  

			
	 “COMPANY”

	
	 ZOOSK, INC.

		
	 By:
	 	 /s/ Alex Mehr

		 	  

		
	 Name:
	 	 Alex Mehr

		 	 (Print)

	 Title:
	 	 President

	
	 “HOLDER”

	
	 SILICON VALLEY BANK

		
	 By:
	 	 /s/ Adam Graham

		 	  

		
	 Name:
	 	 Adam Graham

		 	 (Print)

	 Title:
	 	 Relationship Manager

	
	 ACKNOWLEDGED AND AGREED:

	
	 SVB FINANCIAL GROUP

		
	 By:
	 	  

		
	 Name:
	 	  

		 	 (Print)

	 Title:
	 	


  
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 APPENDIX 1 

NOTICE OF EXERCISE 

1.         The undersigned Holder hereby exercises its right to purchase
                 shares of the Common Stock of ZOOSK, INC. (the “Company”) in accordance with the attached Warrant to Purchase Stock (the
“Warrant”), and tenders payment of the aggregate Warrant Price (as defined in the Warrant) for such shares as follows: 
  

					
		 	 [    ]
	    	 Check in the amount of $             payable to order of the Company enclosed
herewith

			
		 	 [    ]
	    	 Wire transfer of immediately available funds to the Company’s account

			
		 	 [    ]
	    	 Cashless Exercise pursuant to Section 1.2 of the Warrant

			
		 	 [    ]
	    	 Other [Describe]
                                         
                                         
                                  


 2.         Please issue a certificate or certificates
representing the Shares (as defined in the Warrant) in the name specified below: 
  

	
	  

	
	 Holder’s Name

	
	  

	
	  

	 (Address)


 3.         By its execution below and for the benefit
of the Company, Holder hereby restates each of the representations and warranties in Section 4 of the Warrant as of the date hereof. 
  

			
	 HOLDER:

	
	  

		
	 By:
	 	  

		
	 Name:
	 	  

		
	 Title:
	 	  

		
	 (Date):
	 	  




  
 Schedule 1