Spark Networks SE (Form: S-8, Received: 12/22/2017 17:16:26)

Date of Grant:

Type of Option: [Incentive/Non-Qualified] Stock Option

Exercise Price per Share :

Expiration Date:

Total Number of

Shares Granted :

Total Exercise Price:

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Spark Networks SE
(Exact name of Registrant as specified in its charter)

Germany	Not Applicable
(State or other jurisdiction of incorporation or organization)	I.R.S. Employer Identification No.

c/o Affinitas GmbH
Kohlfurter Straße 41/43

Berlin 10999

Germany
(+49) 30 868 000 102
(Address and telephone number of Registrant’s
principal executive offices)

Spark Networks SE

Virtual Stock Option Plan

Spark Networks, Inc.

2007 Omnibus Incentive Plan

(Full Title of the Plan)

Puglisi & Associates

850 Library Avenue

Suite 204

Newark, DE 19711

(302) 738-6680

Attention: Service of Process Department
(Name and address of agent for service)

(786) 509-6900
(Telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	¨
		Emerging growth company	þ

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered(1)			Proposed maximum offering price per share(2)		Proposed maximum aggregate offering price(2)		Amount of registration fee(3)
Ordinary shares, no-par value, of Spark Networks SE		93,353	(4)	$	106.20	$	9,914,088.60	$	1,234.31
Ordinary shares, no-par value, of Spark Networks SE		23,667	(5)	$	374.73	$	8,868,734.91	$	1,104.16

(1)

In addition, pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “ Securities Act ”), this Registration Statement also covers an additional indeterminable number of ordinary shares of the registrant, no-par value (“ Ordinary Shares ”), that may become issuable under either of the Spark Networks SE Virtual Stock Option Plan (the “ VSOP Plan ”) or the Spark Networks, Inc. 2007 Omnibus Incentive Plan (the “ Spark 2007 Plan ” and, together with the VSOP Plan, the “ Plans ”), as may be necessary to adjust the number of Ordinary Shares being offered or issued pursuant to any such plan as a result of stock splits, stock dividends or similar transactions.

(2)

Estimated in accordance with Rule 457(h) under the Securities Act solely for the purpose of calculating the registration fee. The proposed maximum offering price per share and proposed maximum aggregate offering price are based on the weighted average exercise price of outstanding options under the applicable Plan to acquire American Depository Shares (“ADSs”), which may be converted into Ordinary Shares. Each ADS represents the right to receive 0.1 Ordinary Shares. Accordingly, the registration fee for the registration of Ordinary Shares set forth above is calculated by multiplying such weighted average exercise price of outstanding options to acquire ADSs by 10.

(3)

Determined in accordance with Section 6(b) of the Securities Act at a rate equal to $124.50 per $1,000,000 of the proposed maximum aggregate offering price.

(4)

Represents Ordinary Shares underlying ADSs issuable upon exercise or settlement of awards that have been granted pursuant to the VSOP Plan. The ADSs were registered pursuant to a separate Registration Statement on Form F-6 that was filed with the Securities and Exchange Commission on September 25, 2017. Each ADS represents the right to receive 0.1 Ordinary Shares.

(5)

Represents Ordinary Shares underlying ADSs issuable upon exercise or settlement of awards that have been granted pursuant to the Spark 2007 Plan (as converted based on the exchange ratio of 0.01 Ordinary Shares for each share of Spark Networks, Inc. common stock, par value $0.001 per share, outstanding immediately prior to the completion of the business combination) (described below). The ADSs were registered pursuant to a separate Registration Statement on Form F-6 that was filed with the Securities and Exchange Commission on September 25, 2017. Each ADS represents the right to receive 0.1 Ordinary Shares.

EXPLANATORY NOTE

Pursuant to the agreement and plan of merger, dated May 2, 2017 (the “ Merger Agreement ”), entered into by Spark Networks SE (f/k/a Blitz 17-655 SE) (“ Spark SE ” or the “ Registrant ”), a European stock corporation (Societas Europaea, SE) with its corporate seat in Germany, Affinitas GmbH, a German limited company (“ Affinitas ”), Spark Networks, Inc., a Delaware corporation (“ Old Spark ”), and Chardonnay Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of the Registrant, the parties agreed to combine the businesses of Affinitas and Old Spark under Spark Networks SE, a new holding company organized under the laws of Germany. As a result of the completion of the transactions contemplated by the Merger Agreement, Old Spark became a wholly owned subsidiary of Spark SE.

Pursuant to the Merger Agreement, each option to acquire shares of Old Spark (“ Old Spark Stock Options ”) was exchanged for awards to acquire (on the same terms and conditions as were applicable under the Old Spark Stock Options), from a trust formed prior to the effective time of the merger, a number of American depositary shares of the Registrant (“ ADSs ”) equal to (w) the number of shares of Old Spark subject to such Old Spark Stock Option multiplied by (x) the Adjustment Ratio (as defined below) (the result rounded down to the nearest whole ADS), with an exercise price per share (rounded up to the nearest whole cent) equal to (y) the per share exercise price specified in such Old Spark Stock Option, divided by (z) the Adjustment Ratio (with the result rounded up to the nearest whole cent). The “Adjustment Ratio” means 0.1.

This Registration Statement on Form S-8 (the “ Registration Statement ”) relates to (x) the registration of Ordinary Shares, no par value, of Spark SE to be offered and sold with respect to options granted under Old Spark’s 2007 Omnibus Incentive Plan (the “ Spark 2007 Plan ”), which options were assumed by Spark SE pursuant to the Merger Agreement and in connection with the Business Combination (as defined in the Registrant’s Registration Statement on Form F-4) and (y) the registration of Ordinary Shares, no par value of Spark SE, under the VSOP Plan which was adopted to replace the old Affinitas virtual stock plan.

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Part I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.

Plan Information*

Item 2.

Registrant Information and Employee Plan Annual Information*

Information required by Part I to be contained in a Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act of 1933, as amended (the “ Securities Act ”), and the Note to Part I of Form S-8.

Upon written or oral request, the Registrant will provide, without charge, the documents incorporated by reference in Item 3 of Part II of this registration statement. The Registrant also will provide without charge, upon written or oral request, other documents required to be delivered to employees pursuant to Rule 428(b) under the Securities Act. Requests for the above mentioned information should be directed to: Spark Networks SE, Attention: Michael Schrezenmaier, Chief Operating Officer, telephone number Tel: (+49) 30 868 000 102.

Part II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.

Incorporation of Documents by Reference

The following documents previously filed by the Registrant with the Securities and Exchange Commission (the “ Commission ”) are incorporated by reference in this Registration Statement:

Spark SE’s final prospectus filed with the Commission pursuant to Rule 424(b)(3) under the Securities Act on October 19, 2017 (the “ Prospectus ”) in connection with the Registrant’s Registration Statement on Form F-4 (File No. 333-220000), originally filed with the Commission on August 16, 2017 (as amended, the “ Form F-4 Registration Statement ”); and

The description of the Ordinary Shares and American Depositary Shares included in the Form F-4 Registration Statement, which description is incorporated by reference into the Form 8-A (File No. 001-38252) filed with the Commission on October 20, 2017, pursuant to the Exchange Act, and any amendment or report filed for the purpose of updating such description.

In addition, all documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act of 1934, as amended (the “ Exchange Act ”) prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents.

Item 4.

Description of Securities.

Not Applicable.

Item 5.

Interests of Named Experts and Counsel

Not Applicable.

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Item 6.

Indemnification of Directors and Officers

Under German law, Spark SE may not, as a general matter, indemnify the members of its administrative board or the Spark SE managing directors to the extent such indemnification is related to a breach of duty of care as a member of the administrative board or Spark SE managing director, respectively.

Subject to the provisions of section 16, paragraph 4 of its Articles of Association, Spark SE may purchase and maintain insurance for or for the benefit of any person who is or was member of the administrative board of the Registrant, including insurance against any loss or liability or any expenditure he or she may incur, whether in connection with any proven or alleged act or omission in the actual or purported execution or discharge of his or her duties.

The receipt of any such benefit shall not disqualify any person from being or becoming a Registrant administrative board member.

Item 7.

Exemption from Registration Claimed

Not applicable.

Item 8.

Exhibits

See Exhibit Index on page 6.

Item 9.

Undertakings

(a)

The Registrant hereby undertakes:

(1)

To file, during any period in which offers or sales are being made of the securities registered hereby, a post-effective amendment to this Registration Statement:

(i)

To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii)

To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and

(iii)

To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

provided , however , that the undertakings set forth in paragraphs (1)(i) and (1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

(2)

That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

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(b)

The Registrant hereby further undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant, unless in the opinion of its counsel the matter has been settled by controlling precedent, will submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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EXHIBIT INDEX

4.1*	Spark Networks SE Virtual Stock Option Plan, including forms of agreements

4.2*	Spark Networks, Inc. 2007 Omnibus Incentive Plan, including forms of agreements

4.3	Articles of Association of Spark Networks SE (English translation) (incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form F-4/A (File No. 333-220000), originally filed with the Commission on August 16, 2017)

4.4	Form of Specimen Certificate representing Ordinary Shares of Spark Networks SE (incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form F-4/A (File No. 333-220000), originally filed with the Commission on August 16, 2017)

4.5	Deposit Agreement (incorporated by reference to the Form F-6 (File No. 333-220610), filed with the Commission on September 25, 2017)

4.6	Form of American Depositary Receipt (included in Exhibit 4.5)

5.1*	Opinion of Morrison & Foerster LLP as to the validity of the Ordinary Shares

23.1*	Consent of Morrison & Foerster LLP as to the validity of the Ordinary Shares (included in Exhibit 5.1)

23.2*	Consent of KPMG AG Wirtschaftsprüfungsgesellschaft, Independent Registered Public Accounting Firm, with respect to Affinitas GmbH

23.3*	Consent of Grant Thornton LLP, Independent Registered Public Accounting Firm, with respect to Spark Networks, Inc.

23.4*	Consent of KPMG S.A., Independent Registered Public Accounting Firm, with respect to Samadhi SAS

23.5*	Consent of KPMG AG Wirtschaftsprüfungsgesellschaft, Independent Registered Public Accounting Firm, with respect to Spark Networks SE (f/k/a Blitz 17-655 SE)

24.1*	Power of Attorney (included on signature page)

* Filed herewith

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SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Berlin, Country of Germany, on December 22, 2017.

	SPARK NETWORKS SE

	By:	/s/ Robert O’Hare
		Name: Robert O’Hare
		Title: Chief Financial Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and appoints Jeronimo Folgueira, Robert O’Hare and Michael Schrezenmaier, and each of them acting individually, his true and lawful attorney-in-fact and agent with power of substitution and resubstitution, for him, and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done to comply with the provisions of the Securities Act and all requirements of the Commission, hereby ratifying and confirming all that said attorney-in-fact, or his or her substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated:

Signatures	Title	Date

/s/ Jeronimo Folgueira	Managing Director (Principal Executive Officer) and Member of the Administrative Board	December 22, 2017
Jeronimo Folgueira

/s/ Robert O’Hare	Managing Director (Principal Financial Officer)	December 22, 2017
Robert O’Hare

/s/ Bradley J. Goldberg	Member of the Administrative Board	December 22, 2017
Bradley J. Goldberg

/s/ David Khalil	Member of the Administrative Board	December 22, 2017
David Khalil

/s/ Colleen Birdnow Brown	Member of the Administrative Board	December 22, 2017
Colleen Birdnow Brown

/s/ Joshua Keller	Member of the Administrative Board	December 22, 2017
Joshua Keller

/s/ Axel Hefer	Member of the Administrative Board	December 22, 2017
Axel Hefer

/s/ Donald J. Puglisi	Authorized Representative in the United States	December 22, 2017
Donald J. Puglisi
Title: Managing Director, Puglisi & Associates

- 7 -

Exhibit 4.1

Annex

Spark Networks SE

Virtual Stock Option Plan

Terms & Conditions

November 2017

Table of Content

Table of Content	2

List of Definitions	3

§ 1 Options; Strike Price; Stock Price	4

§ 2 Grant Date; Plan Term	5

§ 3 Vesting	5

§ 4 Termination of Employment	7

§ 5 Settlement Dates	8

§ 6 Exercise of Options	8

§ 7 Option Value	8

§ 8 Cash Settlement	9

§ 9 Share Settlement	9

§ 10 Anti-Dilution Protection	10

§ 11 Delisting	12

§ 12 Listing of ADSs on another Stock Exchange; Listing of Shares instead of ADSs; Share-for-Share Transactions	13

§ 13 Administrator	14

§ 14 Notices	14

§ 15 Non-Transferability	15

§ 16 Corporate Governance	15

§ 17 Taxes and Public Charges	16

§ 18 No Company Practice; No Remuneration for Services in the Past	17

§ 19 Final Provisions	17

Terms & Conditions of the Virtual Stock Option Plan

Page 2 of 18

List of Definitions

Accelerated Vesting	5

Administrator	14

ADS	4

Cap	8

Cash Settlement	4

Claim	4

Claw-back Condition	6

Claw-back Period	6

Decrease Ratio	10

Delisting	12

Delisting Cash Payment per Share	12

Employer Company	6

Exchange ADSs	13

Exchange Ratio	13

Exchange Shares	13

Exercise Notice	8

Former Affinitas Shareholders	6

Grant Date	5

Increase Ratio	10

Letter of Grant	4

Liquidity Event	6

New Spark	4

New Spark Group	4

Option	4

Option Value	4

Plan Participant	4

Plan Term	5

Regular Vesting	5

Relevant Contract	6

Relevant Position	7

Settlement Date	7

Settlement Reference Date	8

Share	4

Share Number Decrease	10

Share Number Increase	10

Share Settlement	4

Share-for-Share Transaction	13

Stock Price	4

Strike Price	4

Super Dividend	11

Terms & Conditions	4

Vesting Date	5

VSOP	4

Terms & Conditions of the Virtual Stock Option Plan

Page 3 of 18

Preamble

Spark Networks SE ( “ New Spark ” ) is a European stock corporation ( Societas Europaea ) with corporate seat in Germany.

The ordinary shares of New Spark (each a " Share ” ) can be traded through American Depositary Shares listed on the NYSE American LLC (each an " ADS ” ) with each ADS representing 0.1 Shares.

The Virtual Stock Option Plan (the “ VSOP ” ) which is governed by these Terms & Conditions (the “ Terms & Conditions ” ) is a long term incentive plan established by New Spark for selected executives and employees of New Spark and its subsidiaries (collectively, the “ New Spark Group ” ) as part of their remuneration for future services within the New Spark Group.

§ 1

Options;

Strike Price; Stock Price

1.1

Each participant of the VSOP (a " Plan Participant ") has been granted by a separate letter of grant (the " Letter of Grant ") a certain number of virtual stock options (each an " Option ").

1.2

Each Option represents the right to receive, upon exercise, a certain amount in cash (the " Option Value " and the respective payment claim of the Plan Participant a " Claim ") to be determined in accordance with § 7 below on the basis of

(a)

the strike price for the respective Option in USD as specified in the Letter of Grant (the " Strike Price "); and

(b)

the relevant ADS Stock Price (as defined in § 1.4 below).

1.3

New Spark shall be entitled to elect, at its sole discretion, instead of a settlement of the Option Value of the exercised Options and the according Claims in cash (a " Cash Settlement "), a settlement of the Option Value and the according Claims (or any part thereof) in ADSs (" Share Settlement "). However, for the avoidance of doubt, the Plan Participants shall not have a right to request a Share Settlement or otherwise request a delivery of Shares or ADSs, respectively.

Terms & Conditions of the Virtual Stock Option Plan

Page 4 of 18

1.4

The term " ADS Stock Price " in relation to a certain date shall mean the volume-weighted average closing price in USD of one ADS in trading on the NYSE American LLC ¹ for the period of one month prior to such date.

§ 2

Grant Date; Plan Term

2.1

For purposes of these Terms & Conditions, the term " Grant Date " shall mean the effective date for the grant of the respective Plan Participant ’ s Options as specified in the relevant Letter of Grant irrespective of the date of the respective Letter of Grant or the date of its acceptance by the respective Plan Participant, it being understood that the Grant Date shall always be set at the end of a month.

2.2

The VSOP has a regular term of 49 months commencing with the Grant Date (the " Plan Term ").

§ 3

Vesting

3.1

Options shall vest in accordance with the following provisions.

3.2

The Options of a Plan Participant are subject to a staggered regular vesting (the " Regular Vesting ” ) with the following vesting dates (each a " Vesting Date "):

(a)

1/3 of the total number of Options granted to the respective Plan Participant as per a certain Grant Date shall vest as per the end of the 12 ^th month after the relevant Grant Date (one-year cliff); and

(b)

an additional 1/12 of such Options shall vest as per the end of each additional 3-month period until the end of the 36 ^th month after the relevant Grant Date.

If 1/3 or 1/12 of the total number of Options granted to the respective Plan Participant as per a certain Grant Date is not an integer, the result shall be rounded up to the nearest whole number with the last 1/12 being reduced accordingly.

3.3

The Regular Vesting shall be suspended, and the Vesting Dates of still unvested Options shall be extended accordingly, during the following times:

(a)

Times during which the Plan Participant is not permitted to engage in employment under the German Act for Protection of Mothers ( Mutterschutzgesetz ) and/or takes a parental career break ( Elternzeit ),

To be calculated based on the daily volume in trading on the NYSE American LLC with an accuracy (in USD) of two digits after the decimal point by rounding half up ( kaufmännisches Auf- bzw. Abrunden auf die zweite Nachkommastelle ).

Terms & Conditions of the Virtual Stock Option Plan

Page 5 of 18

(b)

Times during which the Plan Participant is incapable to work due to invalidity, illness or accident and is not entitled to claim on-going payment of her/his remuneration ( Lohnfortzahlung ) any longer, or

(c)

Times during which the Plan Participant takes unpaid leave or educational/training leave.

3.4

The Options of a Plan Participant are further subject to an accelerated vesting in case of a Liquidity Event (as defined in § 3.5 below) as follows (the " Accelerated Vesting "):

(a)

All Options of a Plan Participant not yet vested (and not lapsed) prior to the occurrence of the Liquidity Event shall immediately vest upon the occurrence of the Liquidity Event.

(b)

The Accelerated Vesting shall, however, be subject to the condition subsequent ( auflösende Bedingung ) that, until the end of the 12 ^th month after the occurrence of the Liquidity Event (the " Claw-back Period "), the Plan Participant ’ s Relevant Contract and/or Relevant Position (each as defined in § 4.1(a) below) is terminated by the Plan Participant (with the date of the termination notice being decisive) without good cause ( ohne wichtigen Grund ) (the " Claw-back Condition ").

(c)

If the Claw-back Condition is not met, the occurrence of the Liquidity Event is deemed to be the Vesting Date for the relevant Options.

(d)

If the Claw-back Condition is met, the Accelerated Vesting shall retroactively fall away and the relevant Options are deemed to have been subject to the Regular Vesting only. For the avoidance of doubt, the Regular Vesting shall not be suspended by a Liquidity Event and shall continue in accordance with its terms also during the Claw-back Period.

3.5

The term " Liquidity Event " shall mean:

(a)

The consummation ( dinglicher Vollzug ) of any off-market disposal ( außerbörsliche Veräußerung ) of more than 50 % of all Shares outstanding from time to time in one transaction or a series of related transactions (including, without limitation, by way of block trades, a public offering or private placement of Shares) by former shareholders of Affinitas GmbH or any of their respective affiliates ( verbundene Unternehmen ) within the meaning of Sections 15 et seq. of the German Stock Corporation Act ( Aktiengesetz ) (together, " Former Affinitas Shareholders ") to one or several third parties other than Former Affinitas Shareholders;

(b)

The liquidation of New Spark; or

(c)

A Delisting of New Spark (as defined in § 11.3 below).

Terms & Conditions of the Virtual Stock Option Plan

Page 6 of 18

§ 4

Termination of Employment

4.1

Subject to § 4.2 below, unvested Options of a Plan Participant shall lapse without compensation if, prior to the Vesting Date of the relevant Options,

(a)

the Plan Participant or the applicable company of the New Spark Group gives notice of termination of the Plan Participant ’ s employment, service or consultancy contract with the applicable company of the New Spark Group (the " Employer Company ” and the " Relevant Contract ", respectively) or of an according position as managing director or board member of the Employer Company (if any) (the " Relevant Position "), or the Relevant Contract and/or the Relevant Position is prematurely terminated by mutual agreement (with the date of receipt of the termination notice or the date of the mutual agreement, respectively, being decisive regardless of the date of the actual termination);

(b)

the Plan Participant ’ s Relevant Contract or Relevant Position with the Employer Company terminates for any other reason (including, without limitation, due to the expiration of the respective term of the Relevant Contract or the Relevant Position, retirement for age, permanent invalidity or death); or

(c)

the Employer Company ceases to form part of the New Spark Group.

Subject to § 4.3 below, all Options of a Plan Participant which are already vested at the relevant date shall remain unaffected in the cases of (a) through (c) above.

4.2

The provisions of § 4.1 above shall not apply to a termination of the Relevant Contract and/or the Relevant Position with the Employer Company or to the Employer Company ’ s ceasing to form part of the New Spark Group if, irrespective of such termination or such ceasing, the Plan Participant continues to be employed with, or to provide services to, the New Spark Group under a new employment, service or consultancy contract with a company of the New Spark Group. In this case, the respective Plan Participant ’ s unvested Options shall continue to vest in accordance with § 3 above. For the avoidance of doubt, if subsequently a further event pursuant to § 4.1 (a) through (c) above occurs (including, if the (last) Employer Company subsequently ceases to form part of the New Spark Group), § 4.1 above shall apply to such further event in accordance with its terms.

4.3

All still unexercised or unsettled Options held by a Plan Participant, whether vested or unvested, shall lapse without compensation if, prior to the relevant Settlement Date,

(a)

the Relevant Contract or the Relevant Position is terminated by the Employer Company for reasons related to the conduct of such Plan Participant ( verhaltensbedingt ) by notice or termination or mutual agreement (with the date of receipt of the termination notice or the date of the mutual agreement, respectively, being decisive regardless of the date of the actual termination), or

Terms & Conditions of the Virtual Stock Option Plan

Page 7 of 18

(b)

the Plan Participant acts in a way that justifies a termination of the Relevant Contract or the Relevant Position by the Employer Company for reasons related to the conduct of such Plan Participant ( verhaltensbedingt ).

§ 5

Settlement Dates

5.1

For the Cash Settlement or, to the extent elected by New Spark, a Share Settlement of Options, the following settlement dates (each a " Settlement Date ") shall be offered to the Plan Participants subject to a proper exercise of the relevant Options:

(a)

The end of the 13 ^th month after the respective Grant Date (= first Settlement Date); and

(b)

The end of each additional 3-month period until the end of the 49 ^th month after the respective Grant Date (= last Settlement Date).

5.2

The 15 ^th day of the month of the respective Settlement Date shall be referred to as the corresponding " Settlement Reference Date ".

§ 6

Exercise of Options

6.1

The exercise of Options requires their prior vesting. Options the vesting of which is not based on a Regular Vesting but solely on an Accelerated Vesting can only be exercised after expiration of the Claw-back Period and if the Claw-back Condition has not been met during the Claw-back Period.

6.2

Options are exercised by a respective exercise notice of the respective Plan Participant (an " Exercise Notice ").

6.3

The Exercise Notice must (i) state the number of Options which are exercised as per the relevant Settlement Date and (ii) be received by New Spark no later than on the corresponding Settlement Reference Date.

6.4

Options which are still unexercised after the Settlement Reference Date of the last Settlement Date shall lapse without compensation.

§ 7

Option Value

7.1

Subject to the following provisions, the Option Value per Option shall equal the ADS Stock Price as per the relevant Settlement Reference Date minus the Strike Price of such Option.

Terms & Conditions of the Virtual Stock Option Plan

Page 8 of 18

7.2

If the Option Value is zero or negative as per the relevant Settlement Reference Date, the Options shall be deemed not exercised.

7.3

The Option Value per Option shall be limited to the following maximum amount (the " Cap "):

(a)

for the first Settlement Date, the Cap shall equal 160% of the Strike Price; and

(b)

shall be increased, for each of the following Settlement Dates, by 20% of the Strike Price (up to 400% of the Strike Price which shall then apply to the last Settlement Date).

§ 8

Cash Settlement

8.1

If, and to the extent, New Spark does not elect a Share Settlement, the Option Value per exercised Option shall be converted to EUR with the official USD-EUR exchange rate as per the Settlement Reference Date and be paid to the Plan Participant in cash (after deduction of wage tax and other statutory levies), at the election of New Spark, by the respective Settlement Date or together with the payment by the Employer Company of the regular monthly salary for the following month.

8.2

No USD-EUR conversion shall be made for Plan Participants employed within the US.

§ 9

Share Settlement

9.1

If, and to the extent, New Spark elects a Share Settlement with respect to the applicable Settlement Date, the aggregate Option Value of the exercised Options (or the part thereof which is part of the Share Settlement, respectively) shall be translated into a corresponding number of ADSs as follows:

(a)

The aggregate Option Value of the respective Options (or the part thereof which is part of the Share Settlement, respectively) is divided by the ADS Stock Price as per the Settlement Reference Date.

(b)

If the resulting number of ADSs is not an integer (or does not represent a whole number of Shares), any partial ADSs (and any ADSs not representing a whole number of Shares) will be retranslated into a corresponding USD amount, converted to EUR with the official USD-EUR exchange rate as per the Settlement Reference Date and settled in cash.

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9.2

The resulting number of ADSs representing a whole number of Shares will be created by the issuance of Shares against contribution in kind of the corresponding Claims (or the relevant part thereof) by the respective Plan Participant to New Spark (with the Plan Participant being obliged to such contribution, including via an agent or trustee, as a result of the election by New Spark of the Share Settlement). The application for registration of the consummation of the corresponding share capital increase of New Spark shall be filed with the commercial register by the respective Settlement Date (with the issuance of the ADSs to occur in due course thereafter). Alternatively, New Spark may use Shares held in treasury ( eigene Aktien ) (if any) for the creation and delivery of the required ADSs.

9.3

New Spark shall notify the Participants of the election of a Share Settlement in relation to the respective Settlement Date, and the part of the Option Value which shall be subject to a Share Settlement, no later than one month before such Settlement Date.

9.4

New Spark will use reasonable efforts to establish an “ exercise and sell concept ” for the Plan Participants in case of a Share Settlement to allow the Plan Participants, via an Administrator (as defined in § 13 below), a sale of ADSs to be delivered under the Share Settlement in a way as to allow a deduction of wage tax and other applicable levies resulting from the Share Settlement from the proceeds of such sale. Alternatively, New Spark may limit the Share Settlement to an appropriate part of the Option Value in order to allow a deduction of wage tax and other applicable levies form the part of the Option Value which is settled by way of a Cash Settlement.

§ 10

Anti-Dilution Protection

10.1

If, between the Grant Date and the respective Settlement Date, the total number of Shares is increased due to an increase of Shares without contributions being made to New Spark in this context (a " Share Number Increase " and the ratio between the total number of Shares after the Share Number Increase and the total number of Shares prior to the Share Number Increase, the " Increase Ratio ") including, without limitation, by way of a share split ( Aktiensplit ) or a share capital increase from New Spark ’ s reserves ( Kapitalerhöhung aus Gesellschaftsmitteln ) which is effected by the issuance of new shares,

(a)

the total number of all outstanding (vested and unvested) Options granted to a Plan Participant shall be increased by multiplication with the Increase Ratio and rounding the result, if it is not an integer, to the nearest integer;

(b)

the corresponding Strike Price shall be reduced by division through the Increase Ratio; and

(c)

for purposes of calculating an ADS Stock Price, stock prices not yet reflecting the Share Number Increase shall be adjusted by division through the Increase Ratio and the according trading volume (in numbers of traded ADSs) shall be adjusted by multiplication with the Increase Ratio.

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10.2

If, between the Grant Date and the respective Settlement Date, the total number of Shares is decreased without distributions being made in this context by New Spark to its shareholders (a " Share Number Decrease " and the ratio between the total number of Shares after the Share Number Decrease and the total number of Shares prior to the Share Number Decrease, the " Decrease Ratio ") including, without limitation, by way of a share combination ( Aktienzusammenlegung ) or a share cancellation ( Einziehung von Aktien ),

(a)

the total number of all outstanding (vested and unvested) Options granted to a Plan Participant shall be reduced by multiplication with the Decrease Ratio and rounding the result, if it is not an integer, to the nearest integer;

(b)

the corresponding Strike Price shall be increased by multiplication with the Increase Ratio; and

(c)

for purposes of calculating an ADS Stock Price, stock prices not yet reflecting the ADR Number Decrease shall be adjusted by division through the Decrease Ratio and the according trading volume (in numbers of traded ADSs) shall be adjusted by multiplication with the Decrease Ratio.

A cancellation of treasury shares shall not qualify as Share Number Decrease if the relevant Shares have been acquired by the New Spark Group against consideration (in particular, without limitation, by way of a share buy-back).

10.3

The provisions on a Share Number Increase shall apply mutatis mutandis if the number of ADSs representing one Share is increased, and the provisions on a Share Number Decrease shall apply mutatis mutandis if the number of ADSs representing one Share is decreased.

10.4

If, between the Grant Date and the respective Settlement Reference Date, New Spark distributes a Super Dividend (as defined below) the ADS Stock Price as per the respective Settlement Date used for the calculation of the Option Value shall be increased by an amount equaling the amount of the Super Dividend per Share divided by the number of ADSs representing one Share.

No adjustments shall be made for dividend distributions to the extent they do not qualify as Super Dividend.

The term “ Super Dividend per Share ” shall mean the amount in EUR by which the total gross dividend distribution(s) distributed by New Spark for a certain fiscal year exceed(s) 50% of the consolidated net income ( Konzernjahresüberschuss ) of New Spark in EUR of the relevant fiscal year as such figure is published by New Spark after (i) conversion of such amount to USD with the official EUR-USD exchange rate as per payment date of the respective dividends and (ii) division by the total number of Shares entitled to dividends for such year.

10.5

In the case of other changes to New Spark ’ s share capital or its composition or other measures resolved by the shareholders ’ meeting of New Spark resulting in a dilution of the economic value of Options held by the Plan Participants, New Spark shall be entitled to determine, in its sole discretion, whether or not and how to make appropriate adjustments (including, without limitations, adjustments of the Strike Price, number of Options and/or calculation of the relevant ADS Stock Price) in order to eliminate, entirely or partly, the impact of the relevant measure on the overall economic value of the Options held by each Plan Participant.

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§ 11

Delisting

11.1

If a Delisting (as defined in § 11.3 below) occurs between the respective Grant Date and the last Settlement Date, all exercised Options not settled prior to the occurrence of the Delisting shall be settled solely by way of a Cash Settlement (without New Spark being entitled to elect a Share Settlement for the settlement of such Options). However, subject to the provisions on an Accelerated Vesting due to a Delisting, the Delisting shall not affect the Settlement Dates or the provisions on the exercise of Options.

11.2

For purposes of calculating the Option Value pursuant to § 7 above for Options settled after the occurrence of a Delisting, the ADS Stock Price as per the relevant Settlement Reference Date shall be deemed the highest of:

(a)

The ADS Stock Price as per the relevant Settlement Reference Date (if any);

(b)

The ADS Stock Price as per the date of the occurrence of the Delisting; and

(c)

The Delisting Cash Payment per Share (as defined below) (if any) after (i) division by the number of ADSs representing one Share and (ii) if in EUR, converted to USD with the official EUR-USD exchange rate as per the Settlement Reference Date.

11.3

Subject to § 12.3 below, a " Delisting " shall be deemed to have occurred on the first trading day on the NYSE American LLC, on which

(a)

ADSs are no longer listed on the NYSE American LLC or another US stock exchange;

(b)

Shares are not listed on the NYSE American LLC or another US stock exchange or admitted for trading on an organized market within the European Economic Area within the meaning of Sec. 2 para. 7 and 8 of the German Securities Acquisition and Takeover Act ( WpÜG ) (or in the United Kingdom should the latter no longer belong to the European Economic Area); and

(c)

a respective listing or admission for trading of Shares within the meaning of (b) above has also not been applied for (with such listing or admission being granted in due course thereafter).

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11.4

The term " Delisting Cash Payment per Share ” ) shall mean the cash compensation ( Barabfindung ) or offer price ( Angebotspreis ) per Share duly offered to shareholders of New Spark in accordance with relevant statutory provisions or regulation in connection with the Delisting or in connection with a corporate reorganization measure (e.g. Squeeze-out, merger, conversion of legal form etc.) leading to a Delisting. A subsequent adjustment of such cash consideration or offer price in connection with court proceedings relating to the Delisting or the respective corporate reorganization measure (including, without limitation, under the German Appraisal Proceedings Act ( Spruchverfahrensgesetz )) or in connection with any other settlement of claims of shareholders of New Spark relating to the Delisting or the respective corporate reorganization measure shall not affect the Delisting Cash Payment.

§ 12

Listing of ADSs on another Stock Exchange;

Listing of Shares instead of ADSs;

Share-for-Share Transactions

12.1

For times, during which ADSs are no longer listed on the NYSE American LLC but instead on another US stock exchange, the stock prices of ADSs on such other stock exchange shall be used to calculate the relevant ADS Stock Prices pursuant to § 1.4.

12.2

If ADSs are no longer listed on a US stock exchange but, instead, Shares are listed on a US stock exchange or admitted for trading on an organized market within the European Economic Area within the meaning of Sec. 2 para. 7 and 8 of the German Securities Acquisition and Takeover Act ( WpÜG ) (or in the United Kingdom should the latter no longer belong to the European Economic Area), still unsettled Options shall be adjusted in order for such Options to then be linked to Shares and the stock price of Shares on the relevant stock exchange instead of to ADSs and the stock price of ADSs based on the number of ADSs representing one Share, without otherwise affecting the aggregate economic value of Options held by the respective Plan Participant. New Spark shall be entitled to make appropriate adjustments of the Terms & Conditions to this effect (including, a respective adjustment of the number of Options, the Strike Price and the calculation of the Option Value) which shall be binding for the Plan Participants upon their notification of such adjustments.

12.3

In case of future corporate reorganizations or transactions involving New Spark (including, without limitation, business combinations), under which the shareholders of New Spark receive, or are offered to receive, in exchange for their Shares shares in another company (" Exchange Shares " and the relevant exchange ratio the " Exchange Ratio ") which are listed, or to be listed in connection with such reorganization or transaction, (including through American Depositary Shares representing Exchange Shares (" Exchange ADSs ")) on a US stock exchange or a stock exchange within the European Economic Area (including the United Kingdom) (a " Share-for-Share Transaction ", New Spark (or its successor company under the Share-for-Share Transaction) shall be entitled to elect, at its sole discretion, to adjust still unsettled Options in order for such Options to then be linked to Exchange Shares or Exchange ADSs (as applicable) and the stock price of Exchange Shares or Exchange ADSs (as applicable) instead of to ADSs or Shares. Such adjustment shall be based on the Exchange Ratio and the number of ADSs representing one Share (and, if applicable, the number of Exchange ADSs representing one Exchange Share), without otherwise affecting the aggregate economic value of Options held by the respective Plan Participant. New Spark (or its successor company under the Share-for-Share Transaction) shall be entitled to make appropriate adjustments of the Terms & Conditions to this effect which shall be binding for the Plan Participants upon their notification of such adjustments with such notification to be made no later than one month after the consummation of the Share-for-Share Transaction (the " Exchange Notification "). In case of a timely Exchange Notification, the respective Share-for-Share Transaction and a termination of the listing of ADSs or Shares resulting therefrom, shall not qualify as Delisting within the meaning of § 11.3.

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§ 13

Administrator

13.1

New Spark shall be entitled, at its sole discretion, to appoint (and to remove and/or replace) a bank or other professional service provider as administrator and/or trustee for the administration of the VSOP (an “ Administrator ” ). New Spark shall notify the Plan Participants of the appointment (as well as of the removal and/or replacement) of an Administrator.

13.2

Upon request of New Spark, each Plan Participant is obliged to enter into an appropriate trust and/or custody agreement with the respective Administrator, and to accept subsequent amendments of such agreement required by the Administrator, in order to allow

(a)

the Administrator to act as settlement agent and/or trustee for the respective Plan Participant in relation to payments and/or Shares and/or ADSs receivable under the Cash Settlement and/or the Share Settlement (including, without limitation, the contribution and transfer of any portions of the respective Plan Participant ’ s Claims under the Share Settlement); and

(b)

The transmission of personal data to, and the processing of such data by, the respective Administrator as necessary for the administration and execution of the VSOP Program.

§ 14

Notices

14.1

Unless a stricter form is required by law or applicable regulation, notices and declarations to be made by a Plan Participant to New Spark or vice versa under these Terms & Conditions (including the Exercise Notice) shall be made in writing ( schriftlich ) or, if a special secured website is provided for by New Parent for the VSOP, electronically through such website, provided that the relevant Plan Participants have been notified in writing ( schriftlich ) with the address of, and an access code for, such website.

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14.2

Furthermore, New Spark shall be entitled to request that specific forms ( Formulare ) provided for by New Spark are used by the Plan Participants for certain notices and declarations under these Terms & Conditions (including for the Exercise Notice and/or for the subscription of Shares and/or the contribution of any Claims or parts thereof under a Share Settlement).

14.3

Notifications to be made by New Spark to Plan Participants under these Terms & Conditions may be addressed to the most recent address of the applicable Plan Participant of which such Plan Participant has notified New Spark and shall be deemed to be received by such Plan Participant (z ugegangen ) upon delivery to, or receipt at, such address. Notifications made via a password-protected website pursuant to § 14.1 above shall be deemed to be received by the relevant Plan Participant (z ugegangen ) on the date on which they are made available to the relevant Plan Participant on such website.

14.4

If an Administrator has been appointed, notifications to be made by New Spark to Plan Participants under these Terms & Conditions may also be made by the Administrator.

§ 15

Non-Transferability

15.1

Options and Claims resulting from the exercise of Options are neither assignable nor transferable other than by will ( letztwillige Verfugüng ) or in accordance with applicable laws of succession ( gesetzliche Erbfolge ).

15.2

However, Claims and any parts thereof shall be freely assignable and transferable for purposes of any Share Settlement and may, in particular (without limitation), be freely assigned and transferred

(a)

by Plan Participants to New Spark, the Administrator and/or any of its affiliates and

(b)

by the Administrator and its affiliates to New Parent or other affiliates of the Administrator

for purposes of a Share Settlement.

§ 16

Corporate Governance

16.1

Each Plan Participant is obliged to comply with applicable statutory notification rules (including, without limitation, directors ’ dealings notification rules) and other legal requirements or restrictions in connection with the grant, exercise or settlement of Options or the sale of Shares or ADSs to be delivered in connection with the settlement of Options (if any).

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16.2

Each Plan Participant is further obliged to comply with applicable insider policies of the New Spark Group in connection with the exercise or settlement of Options and the sale of Shares or ADSs to be delivered in connection with the settlement of Options (if any).

16.3

Each Plan Participant acknowledges and accepts that New Spark may disclose or publish the Plan Participant ’ s participation in the VSOP in order to comply with statutory notification or disclosure requirements or recommendations under applicable Governance Codes.

16.4

Each Plan Participant further acknowledges and accepts that New Spark may be required by applicable laws or regulations to cancel or restrict the rights of the Plan Participants under the VSOP. In particular, New Spark reserves the right to introduce general transfer restrictions (including, without limitation, a lock-up period) for Shares or ADSs to be delivered upon settlement of Options (if any) if, and to the extent, this is or becomes required in order for the VSOP to comply with applicable laws and regulations (including, without limitation, applicable laws and regulations of foreign jurisdictions).

§ 17

Taxes and Public Charges

17.1

Any personal income tax liabilities, levies and/or public charges (including social security except for such part of social security which has to be borne by the employer under applicable statutory law) incurred in connection with the grant, vesting and/or settlement of Options and/or the sale of Shares or ADSs to be delivered under the Share Settlement of Options shall be borne by the applicable Plan Participant.

17.2

To the extent that New Spark or the applicable company of the New Spark Group by which the Plan Participant is or has been employed is obliged to comply with the respective legal provisions at the time of the grant, the vesting and/or the settlement of Options, e.g. payment of wage tax, solidarity surcharge, social security and/or similar levies (together, the " Taxes "), New Spark and/or the relevant company of the New Spark Group (or, as the case may be, the Administrator on behalf of New Spark and/or the applicable company of the New Spark Group) is entitled to withhold the respective amounts from (i) the wage payments of the Plan Participant, (ii) payments under the Cash Settlement and/or (v) proceeds of a sale of Shares or ADSs through an Administrator in connection with a Share Settlement.

17.3

If, and to the extent, the amount of applicable Taxes is not withheld pursuant to § 17.2 above, New Spark shall be entitled to request (on its own behalf or on behalf of the applicable company of the New Spark Group) that the Plan Participant, at the discretion of New Spark, advances or reimburses such amount to New Spark and/or the applicable company of the New Spark Group.

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17.4

New Spark does not warrant, and shall not be liable for, a certain tax treatment of the VSOP and/or the provisions of these Terms & Conditions.

§ 18

No Company Practice;

No Remuneration for Services in the Past

18.1

Any Option grants and other grants under the VSOP are granted by New Spark voluntarily and do not create a company practice ( betriebliche Übung ). There shall be no right of a Plan Participant to be granted further Options under this VSOP or to participate in any other incentive plan neither at the level of New Spark nor any other company of the New Spark Group. The foregoing shall also apply in the case of a repeated grant of rights under any such plan.

18.2

Options are not granted under the VSOP as remuneration or premium for services provided by the respective Plan Participant to New Spark or any other company of the New Spark Group in the past. They are exclusively granted as voluntary remuneration for future services of the respective Plan Participants within the New Spark Group with the purpose of enhancing motivation and retention of the Plan Participant and thereby fostering a sustainable development of New Spark and the New Spark Group.

§ 19

Final Provisions

19.1

These Terms & Conditions shall be governed by, and construed in accordance with, the substantive laws of the Federal Republic of Germany.

19.2

To the extent legally permissible, the competent courts in Berlin shall have non-exclusive jurisdiction over all disputes arising in connection with the VSOP and these Terms & Conditions and/or in connection with the rights and obligations of New Spark or the Plan Participants thereunder.

19.3

Any amendment, supplementation or suspension of these Terms & Conditions, including this provision, shall be valid only if made in writing ( schriftlich ) except where a stricter form is required by mandatory law.

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19.4

Should any provision of these Terms & Conditions be or become invalid, ineffective or unenforceable as a whole or in part, the validity, effectiveness and enforceability of the remaining provisions shall not be affected thereby. Any such invalid, ineffective or unenforceable provision shall be deemed replaced by such valid, effective and enforceable provision as comes closest to the economic intent and purpose of such invalid, ineffective or unenforceable provision as regards subject-matter, amount, time, place and extent. The aforesaid shall apply mutatis mutandis to any gap in these Terms & Conditions.

November 2017

Spark Networks SE

Terms & Conditions of the Virtual Stock Option Plan

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Annex

Affinitas GmbH

VESOP Settlement Terms & Conditions

Affinitas GmbH, Berlin, ( “ Affinitas ” ) has granted virtual shares ( “ Virtual Shares ” ) relating to shares in Affinitas to selected executives and employees of Affinitas and its subsidiaries (each a “ Beneficiary ” ) under a certain Virtual Share Incentive Plan Employees (the “ VESOP ” ).

Affinitas has entered into a certain Agreement and Plan of Merger dated May 2, 2017 (the “ Merger Signing Date ” ), with, amongst others, Spark Networks, Inc., a US listed company ( “ Spark Networks ” ), and Spark Networks SE, Munich (previous name: Blitz 17-655 SE) ( “ New Parent ” ), regarding a business combination of Affinitas and Spark Networks under New Parent as new holding company of both Affinitas and Spark Networks (the “ Merger ” ). It is intended that, under the Merger, all existing shares in Affinitas and Spark Networks will be contributed and transferred to New Parent in the course of respective share capital increases of New Parent (the registration with the commercial register of the consummation of such share capital increases, the “ Consummation of the Merger ” ).

It is intended that after the Consummation of the Merger, the ordinary shares of New Parent (each a “ New Parent Share ” ) can be traded through American Depositary Shares to be listed on the NYSE American LLC (each a “ New Parent ADS ” ) with each New Parent ADS representing 0.1 New Parent Shares.

In connection with the implementation of the Merger, all outstanding participations under the VESOP shall be settled (the “ VESOP Settlement ” ).

For purposes of the VESOP Settlement, the current Beneficiaries have been offered by Affinitas under a separate letter of settlement (the “ Letter of Settlement ” ) to settle their respective participations under the VESOP pursuant to the terms and conditions set out below (the “ VESOP Settlement Terms & Conditions ” ).

Issues		Terms & Conditions
Subject of Settlement		All Virtual Shares of the respective Beneficiary outstanding as of the Merger Signing Date as specified in the Letter of Settlement (each a “ Settlement Virtual Share ” , and together, the respective Beneficiary ’ s “ Settlement Virtual Shares ” ) shall be settled.

Accelerated Vesting		All Settlement Virtual Shares shall be deemed fully vested (subject to the Condition Subsequent set out below) as of the Signing Date.

Valuation Basis		The value of each Settlement Virtual Share is determined on the basis of:

Issues		Terms & Conditions
		· the value of the corresponding Affinitas shares as derived from (x) a deemed total equity value of Affinitas in the amount of EUR 90 million plus the total amount of payments to current Affinitas shareholders made by New Parent in connection with the implementation of the Merger (the “ Merger Payout ” ) and (y) the total number of 53,328 actual Affinitas shares outstanding as per the Merger Signing Date; and

		· the respective exercise price applicable to the respective Settlement Virtual Shares as specified in the Letter of Settlement (the “ Exercise Price ” ).

Determination of Payment Claim		· On the foregoing valuation basis, a total individual payment claim in EUR of the respective Beneficiary against Affinitas resulting from the aggregate value of the Beneficiary ’ s Settlement Virtual Shares is determined, the amount of which is specified in the Letter of Settlement (the “ Claim ” ).

		· The amount of the Claim set forth in the Letter of Settlement has been calculated on the assumption of an aggregate Merger Payout of EUR 5.73 million and is therefore subject to adjustments in case the actual Merger Payout differs from such assumed Merger Payout.

Advance Claim and Deferred Claim; Form of Settlement		· As a result of the VESOP Settlement and subject to the following provisions, the respective Beneficiary is entitled to a cash payment by Affinitas in the amount of such Beneficiary ’ s Claim.

		· The portion of the respective Claim corresponding to the pro-rata amount of the Merger Payout (the “ Advance Claim ” ), as specified in the Letter of Settlement, shall be paid by Affinitas to the respective Beneficiary (after deduction of wage tax and other statutory levies) within two (2) weeks after the Consummation of the Merger. The amount of the Advance Claim set forth in the Letter of Settlement has been calculated on the assumption of an aggregate Merger Payout of EUR 5.73 million and is therefore subject to adjustments in case the actual Merger Payout differs from such assumed Merger Payout.

		· The remainder of the respective Claim (the “ Deferred Claim ” ) shall be deferred with Affinitas being entitled to elect, in its sole discretion, instead of payment of the Deferred Claim in cash ( “ Cash Settlement ” ), a settlement of the Deferred Claim (as a whole or in part) in New Parent ADSs ( “ Share Settlement ” ). However, for the avoidance of doubt, the Beneficiaries shall not have a right to request a Share Settlement or otherwise request a delivery of New Parent Shares or New Parent ADSs, respectively.

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Issues		Terms & Conditions
Settlement Dates		For the Cash Settlement or, to the extent elected by Affinitas, a Share Settlement of Deferred Claims the following settlement dates (each a “ Settlement Date ” ) shall be offered to the Beneficiaries:

		· The end of the 12 ^th full month after the Closing of the Merger (first Settlement Date):

		· The end of each of the 15 ^th , 18 ^th and 21 ^st full month after the Closing of the Merger; and

		· The end of the 24 ^th full month after the Closing of the Merger (last Settlement Date).

		The 15 ^th day of the month of the respective Settlement Date shall be referred to as the corresponding “ Settlement Reference Date ” .

Settlement upon Settlement Request		· At any specific Settlement Date other than the last Settlement Date, only such part of the Deferred Claim of a Beneficiary shall be settled as requested by such Beneficiary in a respective request (each a “ Settlement Request ” ). At the last Settlement Date, any remaining part of the Deferred Claim of a Beneficiary shall be settled irrespective of a Settlement Request.

		· The Settlement Request must (i) state the (partial) gross amount of the Claim in EUR requested to be settled at the relevant Settlement Date ( “ Requested Settlement Amount ” ) and (ii) be received by Affinitas no later than on the corresponding Settlement Reference Date.

Cash Settlement		If, and to the extent, Affinitas does not elect a Share Settlement in respect to a Requested Settlement Amount or the remaining amount of the Deferred Claim, the applicable Requested Settlement Amount or, in the case of the last Settlement Date, any remaining amount of the Deferred Claim, shall be paid to the Beneficiary in cash (after deduction of wage tax and other statutory levies) by the respective Settlement Date or, at the election of Affinitas, together with the payment of the regular monthly salary for the following month.

Share Settlement		If, and to the extent, Affinitas elects a Share Settlement, the applicable Requested Settlement Amount or, in the case of the last Settlement Date, any remaining amount of the Deferred Claim, shall be translated in a corresponding number of New Parent ADSs as follows:

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Issues		Terms & Conditions
		· The part of the Deferred Claim to be settled by Share Settlement is converted into USD with the official EUR- USD exchange rate as per the Settlement Reference Date.

		· The resulting USD amount is divided by the 1-month VWAP of the New Parent ADSs as per the Settlement Reference Date.

		· If the resulting number of ADRs is not an integer (or does not represent a whole number of New Parent shares), any partial ADSs (and any ADSs not representing a whole number of New Parent Shares) will be retranslated into a corresponding EUR amount and settled in cash.

		The resulting number of ADSs representing a whole number of New Parent Shares will be created by the issuance of New Parent Shares against contribution in kind of the corresponding part of the Deferred Claim by the Beneficiary to New Parent (with the Beneficiary being obliged to such contribution, including via an agent or trustee, as a result of the election by Affinitas of the Share Settlement).

		The application for registration of the consummation of the corresponding share capital increase of New Parent shall be filed with the commercial register by the respective Settlement Date (with the issuance of the New Parent ADSs to occur in due course thereafter).

Administrator		· Affinitas shall be entitled, at its sole discretion, to appoint (and to remove and/or replace) a bank or other professional service provider as administrator and/or trustee for the administration of the VESOP Settlement (an “ Administrator ” ). Affinitas shall notify the Beneficiaries of the appointment (as well as of the removal and/or replacement) of an Administrator.

		· Upon request of Affinitas, each Beneficiary shall be obliged to enter into an appropriate trust and/or custody agreement with the respective Administrator, and to accept subsequent amendments of such agreement required by the Administrator, in order to allow

		(i) the Administrator to act as settlement agent and/or trustee for the respective Beneficiary in relation to payments and/or New Parent Shares and/or New Parent ADSs receivable under the Cash Settlement and/or the Share Settlement and/or the contribution of any portions of the respective Beneficiary ’ s Deferred Claim under the Share Settlement; and

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Issues		Terms & Conditions
		(ii) the transmission of personal data to, and the processing of such data by, the respective Administrator and/or its affiliates as necessary for the administration and execution of the VESOP Settlement.

		· The form of the Trust Agreement to be entered into by the Beneficiaries with the Administrator will be determined by the respective Administrator after consultation with Affinitas.

		· The costs of the administration of the VESOP Settlement by an Administrator shall be borne by Affinitas.

Further requirements		The Deferred Claim of any Beneficiary shall lapse if the employment contract of the respective Beneficiary with the applicable employer company within the group of companies consisting of Affinitas and New Parent and their respective subsidiaries (the “ Employer Company ” ) is terminated prior to the first Settlement Date by (i) termination notice of the Beneficiary without good cause ( Kundigung ohne wichtigen Grund ) or (ii) by termination notice by the Employer Company of the Beneficiary for good cause ( aus wichtigem Grund ) because further employment is inacceptable ( unzumutbar ) for the Employer Company for specifically severe and material objective reasons for which the Beneficiary is responsible (in each case, date of receipt of termination notice to be decisive).

Condition Subsequent		The VESOP Settlement provided for in these VESOP Settlement Terms & Conditions shall be subject to the condition subsequent ( auflosende Bedingung ) that the Closing of the Merger does not occur at the latest by 31 March 2018.

Notices		· Unless a stricter form is required by law or applicable regulation, notices and declarations to be made by a Beneficiary to Affinitas or vice versa under the VESOP Settlement Terms & Conditions (including the Settlement Request) shall be made in writing ( schriftlich ) or, if a special secured website is provided for by Affinitas for the VESOP Settlement, electronically through such website, provided that the relevant Beneficiaries have been notified in writing ( schriftlich ) with the address of, and an access code for, such website.

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Issues		Terms & Conditions
		· Furthermore, Affinitas shall be entitled to request that specific forms ( Formulare ) provided for by Affinitas are used by the Beneficiaries for certain notices and declarations under the VESOP Settlement Terms & Conditions (including for the Settlement Request and/or for the subscription of New Parent Shares and/or the contribution of any parts of the Deferred Claims under a Share Settlement).

		· Notifications to be made by Affinitas to Beneficiaries under these VESOP Settlement Terms & Conditions may be addressed to the most recent address of the applicable Beneficiary of which such Beneficiary has notified Affinitas and shall be deemed to be received by such Beneficiary ( zugegangen ) upon delivery to, or receipt at, such address. Notifications made via a password-protected website as set forth above shall be deemed to be received by the relevant Beneficiary ( zugegangen ) on the date on which they are made available to the relevant Beneficiary on such website.

		· If an Administrator has been appointed, notifications to be made by Affinitas to Beneficiaries under these VESOP Settlement Terms & Conditions may also be made by the Administrator.

Non-Transferability		· The Claims (including any parts thereof) are neither assignable nor transferable other than by will ( letztwillige Verfugung ) or in accordance with applicable laws of succession ( gesetzliche Erbfolge ).

		· However, the Deferred Claims and any parts thereof are freely assignable and transferable for purposes of any Share Settlement and may, in particular (without limitation), be freely assigned and transferred

		(i) by the Beneficiaries to New Parent, the Administrator and/or any of its affiliates and

		(ii) by the Administrator and its affiliates to New Parent or other affiliates of the Administrator

		for purposes of such Share Settlement.

Taxes		· Any personal income tax liabilities, levies and/or public charges (including social security except for such part of social security which has to be borne by the employer under applicable statutory law) incurred in connection with Virtual Shares, the VESOP Settlement, the Cash Settlement or Share Settlement of Settlement Virtual Shares and/or the sale by Beneficiaries of New Parent Shares or New Parent ADSs to be delivered under the Share Settlement (if any) shall be borne by the applicable Beneficiary.

VESOP Settlement Terms & Conditions

6 / 7

Issues		Terms & Conditions
		· Affinitas does not warrant, and shall not be liable for, a certain tax treatment of the VESOP Settlement and/or the provisions of the VESOP Settlement Terms & Conditions.

Final Provisions		· These VESOP Settlement Terms & Conditions shall be governed by, and construed in accordance with, the substantive laws of the Federal Republic of Germany.

		· To the extent legally permissible, the competent courts in Berlin shall have non-exclusive jurisdiction over all disputes arising in connection with these VESOP Settlement Terms & Conditions and/or in connection with the rights and obligations of Affinitas or the Beneficiaries.

		· Any amendment, supplementation or suspension of these VESOP Settlement Terms & Conditions, including this provision, shall be valid only if made in writing ( schriftlich ) except where a stricter form is required by mandatory law.

		· Should any provision of these VESOP Settlement Terms & Conditions be or become invalid, ineffective or unenforceable as a whole or in part, the validity, effectiveness and enforceability of the remaining provisions shall not be affected thereby. Any such invalid, ineffective or unenforceable provision shall be deemed replaced by such valid, effective and enforceable provision as comes closest to the economic intent and purpose of such invalid, ineffective or unenforceable provision as regards subject- matter, amount, time, place and extent. The aforesaid shall apply mutatis mutandis to any gap in these VESOP Settlement Terms & Conditions.

* * *

November 2017

Affinitas GmbH

VESOP Settlement Terms & Conditions

7 / 7

Exhibit 4.2

SPARK NETWORKS, INC.

2007 OMNIBUS INCENTIVE PLAN

Effective July 9, 2007

SPARK NETWORKS, INC.

2007 OMNIBUS INCENTIVE PLAN

ARTICLE I

PURPOSE AND ADOPTION OF THE PLAN

1.01. Purpose . The purpose of the Spark Networks, Inc. 2007 Incentive Plan (as amended from time to time, the “Plan”) is to assist in attracting and retaining highly competent employees, directors and consultants to act as an incentive in motivating selected employees, directors and consultants of the Company and its Subsidiaries to achieve long-term corporate objectives and to enable stock-based and cash-based incentive awards to qualify as performance-based compensation for purposes of the tax deduction limitations under Section 162(m) of the Code.

1.02. Adoption and Term . The Plan has been approved by the Board to be effective as of July 9, 2007, subject to the approval of the stockholders of the Company. The Plan shall remain in effect until terminated by action of the Board; provided, however, that no Awards may be granted hereunder after the tenth anniversary of its initial effective date.

ARTICLE II

DEFINITIONS

For the purpose of this Plan, capitalized terms shall have the following meanings:

2.01. Award means any one or a combination of Non-Qualified Stock Options or Incentive Stock Options described in Article VI, Stock Appreciation Rights described in Article VI, Restricted Shares and Restricted Stock Units described in Article VII, Performance Awards described in Article VIII, other stock-based Awards described in Article IX, short-term cash incentive Awards described in Article X or any other Award made under the terms of the Plan.

2.02. Award Agreement means a written agreement between the Company and a Participant or a written acknowledgment from the Company to a Participant specifically setting forth the terms and conditions of an Award granted under the Plan.

2.03. Award Period means, with respect to an Award, the period of time, if any, set forth in the Award Agreement during which specified target performance goals must be achieved or other conditions set forth in the Award Agreement must be satisfied.

2.04. Beneficiary means an individual, trust or estate who or which, by a written designation of the Participant filed with the Company, or if no such written designation is filed, by operation of law, succeeds to the rights and obligations of the Participant under the Plan and the Award Agreement upon the Participant’s death.

2.05. Board means the Board of Directors of the Company.

2.06. Change in Control means, and shall be deemed to have occurred upon the occurrence of, any one of the following events:

(a) The acquisition in one or more transactions, other than from the Company, by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act), other than the Company, a Subsidiary or any employee benefit plan (or related trust) sponsored or maintained by the Company or a Subsidiary, of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of a number of Company Voting Securities in excess of 25% of the Company Voting Securities unless such acquisition has been approved by the Board;

(b) Any election has occurred of persons to the Board that causes two-thirds of the Board to consist of persons other than (i) persons who were members of the Board on the effective date of the Plan and (ii) persons who were nominated for elections as members of the Board at a time when two-thirds of the Board consisted of persons who were members of the Board on the effective date of the Plan, provided, however, that any person nominated for election by a Board at least two-thirds of whom constituted persons described in clauses (i) and/or (ii) or by persons who were themselves nominated by such Board shall, for this purpose, be deemed to have been nominated by a Board composed of persons described in clause (i);

(c) The consummation ( i.e. closing) of a reorganization, merger or consolidation involving the Company, unless, following such reorganization, merger or consolidation, all or substantially all of the individuals and entities who were the respective beneficial owners of the Outstanding Common Stock and Company Voting Securities immediately prior to such reorganization, merger or consolidation, following such reorganization, merger or consolidation beneficially own, directly or indirectly, more than seventy five percent (75%) of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors or trustees, as the case may be, of the entity resulting from such reorganization, merger or consolidation in substantially the same proportion as their ownership of the Outstanding Common Stock and Company Voting Securities immediately prior to such reorganization, merger or consolidation, as the case may be;

(d) The consummation ( i.e. closing) of a sale or other disposition of all or substantially all the assets of the Company, unless, following such sale or disposition, all or substantially all of the individuals and entities who were the respective beneficial owners of the Outstanding Common Stock and Company Voting Securities immediately prior to such reorganization, merger or consolidation, following such reorganization, merger or consolidation beneficially own, directly or indirectly, more than seventy five percent (75%) of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors or trustees, as the case may be, of the entity purchasing such assets in substantially the same proportion as their ownership of the Outstanding Common Stock and Company Voting Securities immediately prior to such sale or disposition, as the case may be; or

(e) a complete liquidation or dissolution of the Company.

2.07. Code means the Internal Revenue Code of 1986, as amended. References to a section of the Code shall include that section and any comparable section or sections of any future legislation that amends, supplements or supersedes said section.

2.08. Committee means the Compensation Committee of the Board.

2.09. Company means Spark Networks, Inc. and its successors.

2.10. Common Stock means the common stock of the Company, par value $.001 per share.

2.11. Company Voting Securities means the combined voting power of all outstanding voting securities of the Company entitled to vote generally in the election of directors to the Board.

2.12. Date of Grant means the date designated by the Committee as the date as of which it grants an Award, which shall not be earlier than the date on which the Committee approves the granting of such Award.

2.13. Dividend Equivalent Account means a bookkeeping account in accordance with under Section 11.17 and related to an Award that is credited with the amount of any cash dividends or stock distributions that would be payable with respect to the shares of Common Stock subject to such Awards had such shares been outstanding shares of Common Stock.

2.14 Exchange Act means the Securities Exchange Act of 1934, as amended.

2.15. Exercise Price means, with respect to a Stock Appreciation Right, the amount established by the Committee in the Award Agreement which is to be subtracted from the Fair Market Value on the date of exercise in order to determine the amount of the payment to be made to the Participant, as further described in Section 6.02(b).

2.16. Fair Market Value means, on any date, (i) the closing sale price of a share of Common Stock, as reported on the American Stock Exchange (or other established stock exchange on which the Common Stock is regularly traded) on such date or, if there were no sales on such date, on the last date preceding such date on which a sale was reported; or (ii) if shares of Common Stock are not listed for trading on an established stock exchange, Fair Market Value shall be determined by the Committee in good faith.

2.17. Incentive Stock Option means a stock option within the meaning of Section 422 of the Code.

2.18. Merger means any merger, reorganization, consolidation, exchange, transfer of assets or other transaction having similar effect involving the Company.

2.19. Non-Qualified Stock Option means a stock option which is not an Incentive Stock Option.

2.20. Options means all Non-Qualified Stock Options and Incentive Stock Options granted at any time under the Plan.

2.21. Outstanding Common Stock means, at any time, the issued and outstanding shares of Common Stock.

2.22. Participant means a person designated to receive an Award under the Plan in accordance with Section 5.01.

2.23. Performance Awards means Awards granted in accordance with Article VIII.

2.24. Performance Goals means revenue, earnings before interest, depreciation, amortization and share-based compensation (“ebitdas”), earnings before interest, depreciation, amortization and share-based compensation and impairment charges (“adjusted ebitda”), contribution margin , operating profit, earnings per share, operating margins, return on total equity or total capital, cash flow from operating activities and total shareholder return, operating income, operating profit (earnings from continuing operations before interest and taxes), earnings per share, return on investment or working capital, return on stockholders’ equity, economic value added (the amount, if any, by which net operating profit after tax exceeds a reference cost of capital), any one of which may be measured with respect to the Company or any one or more of its Subsidiaries and divisions and either in absolute terms or as compared to another company or companies, and quantifiable, objective measures of individual performance relevant to the particular individual’s job responsibilities.

2.25. Plan has the meaning given to such term in Section 1.01.

2.26. Purchase Price , with respect to Options, shall have the meaning set forth in Section 6.01(b).

2.27. Restricted Shares means Common Stock subject to restrictions imposed in connection with Awards granted under Article VII.

2.28. Restricted Stock Unit means a unit representing the right to receive Common Stock or the value thereof in the future subject to restrictions imposed in connection with Awards granted under Article VII.

2.28. Rule 16b-3 means Rule 16b-3 promulgated by the Securities and Exchange Commission under Section 16 of the Exchange Act, as the same may be amended from time to time, and any successor rule.

2.29. Stock Appreciation Rights means awards granted in accordance with Article VI.

2.30 Subsidiary means a subsidiary of the Company within the meaning of Section 424(f) of the Code.

2.31. Termination of Service means the voluntary or involuntary termination of a Participant’s service as an employee, director or consultant with the Company or a Subsidiary for any reason, including death, disability, retirement or as the result of the divestiture of the Participant’s employer or any similar transaction in which the Participant’s employer ceases to be the Company or one of its Subsidiaries. Whether entering military or other government service shall constitute Termination of Service, or whether and when a Termination of Service shall occur as a result of disability, shall be determined in each case by the Committee in its sole discretion.

ARTICLE III

ADMINISTRATION

3.01. Committee .

(a) Duties and Authority . The Plan shall be administered by the Committee and the Committee shall have exclusive and final authority in each determination, interpretation or other action affecting the Plan and its Participants. The Committee shall have the sole discretionary authority to interpret the Plan, to establish and modify administrative rules for the Plan, to impose such conditions and restrictions on Awards as it determines appropriate, and to make all factual determinations with respect to and take such steps in connection with the Plan and Awards granted hereunder as it may deem necessary or advisable. The Committee shall not, however, have or exercise any discretion that would disqualify amounts payable under Article X as performance-based compensation for purposes of Section 162(m) of the Code. The Committee may delegate such of its powers and authority under the Plan as it deems appropriate to a subcommittee of the Committee or designated officers or employees of the Company. In addition, the full Board may exercise any of the powers and authority of the Committee under the Plan. In the event of such delegation of authority or exercise of authority by the Board, references in the Plan to the Committee shall be deemed to refer, as appropriate, to the delegate of the Committee or the Board. Actions taken by the Committee or any subcommittee thereof, and any delegation by the Committee to designated officers or employees, under this Section 3.01 shall comply with Section 16(b) of the Exchange Act, and to the extent deemed desirable, the performance-based provisions of Section 162(m) of the Code, and the regulations promulgated under each of such statutory provisions, or the respective successors to such statutory provisions or regulations, as in effect from time to time, to the extent applicable. To the extent it is desirable to qualify Awards granted hereunder as “performance based compensation” within the meaning of Section 162(m) of the Code, the Plan shall be administered by a Committee of two or more “outside directors” within the meaning of Section 162(m) of the Code.

(b) Indemnification . Each person who is or shall have been a member of the Board or the Committee, or an officer or employee of the Company to whom authority was delegated in accordance with the Plan shall be indemnified and held harmless by the Company against and from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by such individual in connection with or resulting from any claim, action, suit, or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action taken or failure to act under the Plan and against and from any and all amounts paid by him or her in settlement thereof, with the Company’s approval, or paid by him or her in satisfaction of any judgment in any such action, suit, or proceeding against him or her, provided he or she shall give the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf; provided, however, that the foregoing indemnification shall not apply to any loss, cost, liability, or expense that is a result of his or her own willful misconduct. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled under the Company’s Certificate of Incorporation or Bylaws, conferred in a separate agreement with the Company, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless.

ARTICLE IV

SHARES

4.01. Number of Shares Issuable . The total number of shares initially authorized to be issued under the Plan shall be 2,500,000 shares of Common Stock; provided, however, that on January 1 of each year, beginning on January 1, 2009, such maximum aggregate number of shares of Common Stock shall be increased by an amount equal to the lesser of (i) 2,000,000 shares, (ii) four percent (4%) of the number of outstanding shares of Common Stock on the last day of the immediately preceding fiscal year or (iii) an amount determined by the Board. No more than 500,000 shares of Common Stock may be issued under the Plan as Awards under Articles VII, VIII and IX. The foregoing share limits shall be subject to adjustment in accordance with Section 11.07. The shares to be offered under the Plan shall be authorized and unissued Common Stock, or issued Common Stock that shall have been reacquired by the Company.

4.02. Shares Subject to Terminated Awards . Common Stock covered by any unexercised portions of terminated or forfeited Options (including canceled Options) granted under Article VI, Common Stock forfeited as provided in Section 7.02(a), Stock Units and other stock-based Awards terminated or forfeited as provided in Article IX, and Common Stock subject to any Awards that are otherwise surrendered by the Participant may again be subject to new Awards under the Plan. Shares of Common Stock surrendered to or withheld by the Company in payment or satisfaction of the Purchase Price of an Option or tax withholding obligation with respect to an Award shall be available for the grant of new Awards under the Plan. In the event of the exercise of Stock Appreciation Rights, whether or not granted in tandem with Options, only the number of shares of Common Stock actually issued in payment of such Stock Appreciation Rights shall be charged against the number of shares of Common Stock available for the grant of Awards hereunder.

ARTICLE V

PARTICIPATION

5.01. Eligible Participants . Participants in the Plan shall be such employees, directors and consultants of the Company and its Subsidiaries as the Committee, in its sole discretion, may designate from time to time. The Committee’s designation of a Participant in any year shall not require the Committee to designate such person to receive Awards or grants in any other year. The designation of a Participant to receive Awards or grants under one portion of the Plan does not require the Committee to include such Participant under other portions of the Plan. The Committee shall consider such factors as it deems pertinent in selecting Participants and in determining the type and amount of their respective Awards. Incentive Stock Options may only be granted to employees of the Company and its Subsidiaries. Subject to adjustment in accordance with Section 11.07, in any calendar year, no Participant shall be granted Awards in respect of more than 1,500,000 shares of Common Stock (whether through grants of Options or Stock Appreciation Rights or other Awards of Common Stock or rights with respect thereto) or cash-based Awards for more than $1.0 million.

ARTICLE VI

STOCK OPTIONS AND STOCK APPRECIATION RIGHTS

6.01. Option Awards .

(a) Grant of Options . The Committee may grant, to such Participants as the Committee may select, Options entitling the Participant to purchase shares of Common Stock from the Company in such number, at such price, and on such terms and subject to such conditions, not inconsistent with the terms of this Plan, as may be established by the Committee. The terms of any Option granted under this Plan shall be set forth in an Award Agreement.

(b) Purchase Price of Options . The Purchase Price of each share of Common Stock which may be purchased upon exercise of any Option granted under the Plan shall be determined by the Committee; provided, however, that in no event shall the Purchase Price be less than the Fair Market Value on the Date of Grant. Moreover, in the case of an Incentive Stock Option granted to a Participant who, at the Date of Grant, owns stock representing more than ten percent (10%) of the voting power of all classes of stock of the Company or any Subsidiary, the Purchase Price of each share of Common Stock which may be purchased upon the exercise of the Incentive Stock Option shall be no less than 110% of the Fair Market value per shares on the Date of Grant.

(c) Designation of Options . The Committee shall designate, at the time of the grant of each Option, the Option as an Incentive Stock Option or a Non-Qualified Stock Option.

(d) Incentive Stock Option Share Limitation . No Participant may be granted Incentive Stock Options under the Plan (or any other plans of the Company and its Subsidiaries) that would result in shares with an aggregate Fair Market Value (measured on the Date of Grant) of more than $100,000 first becoming exercisable in any one calendar year.

(e) Rights As a Stockholder . A Participant or a transferee of an Option pursuant to Section 11.04 shall have no rights as a stockholder with respect to Common Stock covered by an Option until the Participant or transferee shall have become the holder of record of any such shares, and no adjustment shall be made for dividends in cash or other property or distributions or other rights with respect to any such Common Stock for which the record date is prior to the date on which the Participant or a transferee of the Option shall have become the holder of record of any such shares covered by the Option; provided, however, that Participants are entitled to share adjustments to reflect capital changes under Section 11.07.

6.02. Stock Appreciation Rights .

(a) Stock Appreciation Right Awards . The Committee is authorized to grant to any Participant one or more Stock Appreciation Rights. Such Stock Appreciation Rights may be granted either independent of or in tandem with Options granted to the same Participant. Stock Appreciation Rights granted in tandem with Options may be granted simultaneously with, or, in the case of Non-Qualified Stock Options, subsequent to, the grant to such Participant of the related Option; provided however, that: (i) any Option covering any share of Common Stock shall expire and not be exercisable upon the exercise of any Stock Appreciation Right with respect to the same share, (ii) any Stock Appreciation Right covering any share of Common Stock shall expire and not be exercisable upon the exercise of any related Option with respect to the same share, and (iii) an Option and Stock Appreciation Right covering the same share of Common Stock may not be exercised simultaneously. Upon exercise of a Stock Appreciation Right with respect to a share of Common Stock, the Participant shall be entitled to receive an amount equal to the excess, if any, of (A) the Fair Market Value of a share of Common Stock on the date of exercise over (B) the Exercise Price of such Stock Appreciation Right established in the Award Agreement, which amount shall be payable as provided in Section 6.02(c).

(b) Exercise Price . The Exercise Price established under any Stock Appreciation Right granted under this Plan shall be determined by the Committee, but in the case of Stock Appreciation Rights granted in tandem with Options shall not be less than the Purchase Price of the related Option; provided, however, that in no event shall the Exercise Price be less than the Fair Market Value on the Date of Grant. Upon exercise of Stock Appreciation Rights granted in tandem with options, the number of shares subject to exercise under any related Option shall automatically be reduced by the number of shares of Common Stock represented by the Option or portion thereof which are surrendered as a result of the exercise of such Stock Appreciation Rights.

(c) Payment of Incremental Value . Any payment which may become due from the Company by reason of a Participant’s exercise of a Stock Appreciation Right may be paid to the Participant as determined by the Committee (i) all in cash, (ii) all in Common Stock, or (iii) in any combination of cash and Common Stock. In the event that all or a portion of the payment is made in Common Stock, the number of shares of Common Stock delivered in satisfaction of such payment shall be determined by dividing the amount of such payment or portion thereof by the Fair Market Value on the Exercise Date. No fractional share of Common Stock shall be issued to make any payment in respect of Stock Appreciation Rights; if any fractional share would be issuable, the combination of cash and Common Stock payable to the Participant shall be adjusted as directed by the Committee to avoid the issuance of any fractional share.

6.03. Terms of Stock Options and Stock Appreciation Rights .

(a) Conditions on Exercise . An Award Agreement with respect to Options or Stock Appreciation Rights may contain such waiting periods, exercise dates and restrictions on exercise (including, but not limited to, periodic installments) as may be determined by the Committee at the time of grant.

(b) Duration of Options and Stock Appreciation Rights . Options and Stock Appreciation Rights shall terminate upon the first to occur of the following events:

(i) Expiration of the Option or Stock Appreciation Right as provided in the Award Agreement; or

(ii) Termination of the Award in the event of a Participant’s disability, Retirement, death or other Termination of Service as provided in the Award Agreement; or,

(iii) In the case of an Incentive Stock Option, ten years from the Date of Grant; provided, however, that if at the Date of Grant of an Incentive Stock Option the Participant owns stock representing more than ten percent (10%) of the voting power of all classes of stock of the Company or any Subsidiary, the term of the Incentive Stock Option shall be five (5) years from the Date of Grant or such shorter term as may be provided in the Award Agreement; or

(iv) Solely in the case of a Stock Appreciation Right granted in tandem with an Option, upon the expiration of the related Option.

(c) Acceleration or Extension of Exercise Time . The Committee, in its sole discretion, shall have the right (but shall not be obligated), exercisable on or at any time after the Date of Grant, to permit the exercise of an Option or Stock Appreciation Right (i) prior to the time such Option or Stock Appreciation Right would become exercisable under the terms of the Award Agreement, (ii) after the termination of the Option or Stock Appreciation Right under the terms of the Award Agreement, or (iii) after the expiration of the Option or Stock Appreciation Right.

6.04. Exercise Procedures . Each Option and Stock Appreciation Right granted under the Plan shall be exercised prior to the close of business on the expiration date of the Option or Stock Appreciation Right by notice to the Company or by such other method as provided in the Award Agreement or as the Committee may establish or approve from time to time. The Purchase Price of shares purchased upon exercise of an Option granted under the Plan shall be paid in full in cash by the Participant pursuant to the Award Agreement; provided, however, that the Committee may (but shall not be required to) permit payment to be made by delivery to the Company of either (a) Common Stock (which may include Restricted Shares or shares otherwise issuable in connection with the exercise of the Option, subject to such rules as the Committee deems appropriate) or (b) any combination of cash and Common Stock, or (c) such other consideration as the Committee deems appropriate and in compliance with applicable law (including payment under an arrangement constituting a brokerage transaction as permitted under the provisions of Regulation T applicable to cashless exercises promulgated by the Federal Reserve Board, unless prohibited by Section 402 of the Sarbanes-Oxley Act of 2002). In the event that any Common Stock shall be transferred to the Company to satisfy all or any part of the Purchase Price, the part of the Purchase Price deemed to have been satisfied by such transfer of Common Stock shall be equal to the product derived by multiplying the Fair Market Value as of the date of exercise times the number of shares of Common Stock transferred to the Company. The Participant may not transfer to the Company in satisfaction of the Purchase Price any fractional share of Common Stock. Any part of the Purchase Price paid in cash upon the exercise of any Option shall be added to the general funds of the Company and may be used for any proper corporate purpose. Unless the Committee shall otherwise determine, any Common Stock transferred to the Company as payment of all or part of the Purchase Price upon the exercise of any Option shall be held as treasury shares.

6.05. Change in Control . Unless otherwise provided by the Committee in the applicable Award Agreement or any other agreement with the Company, or unless the Options are assumed or substituted by the successor corporation or a Parent or Subsidiary of the successor corporation and subject to Section 11.07(b) herein, in the event of a Change in Control, all Options outstanding on the date of such Change in Control, and all Stock Appreciation Rights shall become immediately and fully exercisable. The provisions of this Section 6.05 shall not be applicable to any Options or Stock Appreciation Rights granted to a Participant if any Change in Control results from such Participant’s beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of Common Stock or Company Voting Securities. Notwithstanding the foregoing, the Administrator may, in its sole and absolute discretion, in the event of a Change of Control take any other action its deems appropriate with respect to Options and Stock Appreciation Rights outstanding on the date of a Change in Control.

ARTICLE VII

RESTRICTED SHARES AND RESTRICTED STOCK UNITS

7.01. Award of Restricted Stock and Restricted Stock Units . The Committee may grant to any Participant an Award of Restricted Shares consisting of a specified number of shares of Common Stock issued to the Participant subject to such terms, conditions and forfeiture and transfer restrictions, whether based on performance standards, periods of service, retention by the Participant of ownership of specified shares of Common Stock or other criteria, as the Committee shall establish. The Committee may also grant Restricted Stock Units representing the right to receive shares of Common Stock in the future subject to such terms, conditions and restrictions, whether based on performance standards, periods of service, retention by the Participant of ownership of specified shares of Common Stock or other criteria, as the Committee shall establish. With respect to performance-based Awards of Restricted Shares or Restricted Stock Units intended to qualify as “performance-based” compensation for purposes of Section 162(m) of the Code, performance targets will consist of specified levels of one or more of the Performance Goals. The terms of any Restricted Share and Restricted Stock Unit Awards granted under this Plan shall be set forth in an Award Agreement which shall contain provisions determined by the Committee and not inconsistent with this Plan.

7.02 Restricted Shares .

(a) Issuance of Restricted Shares . As soon as practicable after the Date of Grant of a Restricted Share Award by the Committee, the Company shall cause to be transferred on the books of the Company, or its agent, Common Stock, registered on behalf of the Participant, evidencing the Restricted Shares covered by the Award, but subject to forfeiture to the Company as of the Date of Grant if an Award Agreement with respect to the Restricted Shares covered by the Award is not duly executed by the Participant and timely returned to the Company. All Common Stock covered by Awards under this Article VII shall be subject to the restrictions, terms and conditions contained in the Plan and the Award Agreement entered into by the Participant. Until the lapse or release of all restrictions applicable to an Award of Restricted Shares, the share certificates representing such Restricted Shares may be held in custody by the Company, its designee, or, if the certificates bear a restrictive legend, by the Participant. Upon the lapse or release of all restrictions with respect to an Award as described in Section 7.02(d), one or more share certificates, registered in the name of the Participant, for an appropriate number of shares as provided in Section 7.02(d), free of any restrictions set forth in the Plan and the Award Agreement shall be delivered to the Participant.

(b) Stockholder Rights . Beginning on the Date of Grant of the Restricted Share Award and subject to execution of the Award Agreement as provided in Section 7.02(a), the Participant shall become a stockholder of the Company with respect to all shares subject to the Award Agreement and shall have all of the rights of a stockholder, including, but not limited to, the right to vote such shares and the right to receive dividends; provided, however, that any Common Stock distributed as a dividend or otherwise with respect to any Restricted Shares as to which the restrictions have not yet lapsed, shall be subject to the same restrictions as such Restricted Shares and held or restricted as provided in Section 7.02(a).

(c) Restriction on Transferability . None of the Restricted Shares may be assigned or transferred (other than by will or the laws of descent and distribution, or to an inter vivos trust with respect to which the Participant is treated as the owner under Sections 671 through 677 of the Code, except to the extent that Section 16 of the Exchange Act limits a Participant’s right to make such transfers), pledged or sold prior to lapse of the restrictions applicable thereto.

(d) Delivery of Shares Upon Vesting . Upon expiration or earlier termination of the forfeiture period without a forfeiture and the satisfaction of or release from any other conditions prescribed by the Committee, or at such earlier time as provided under the provisions of Section 7.04, the restrictions applicable to the Restricted Shares shall lapse. As promptly as administratively feasible thereafter, subject to the requirements of Section 11.05, the Company shall deliver to the Participant or, in case of the Participant’s death, to the Participant’s Beneficiary, one or more share certificates for the appropriate number of shares of Common Stock, free of all such restrictions, except for any restrictions that may be imposed by law.

(e) Forfeiture of Restricted Shares . Subject to Sections 7.02(f) and 7.04, all Restricted Shares shall be forfeited and returned to the Company and all rights of the Participant with respect to such Restricted Shares shall terminate unless the Participant continues in the service of the Company or a Subsidiary as an employee until the expiration of the forfeiture period for such Restricted Shares and satisfies any and all other conditions set forth in the Award Agreement. The Committee shall determine the forfeiture period (which may, but need not, lapse in installments) and any other terms and conditions applicable with respect to any Restricted Share Award.

(f) Waiver of Forfeiture Period . Notwithstanding anything contained in this Article VII to the contrary, the Committee may, in its sole discretion, waive the forfeiture period and any other conditions set forth in any Award Agreement under appropriate circumstances (including the death, disability or Retirement of the Participant or a material change in circumstances arising after the date of an Award) and subject to such terms and conditions (including forfeiture of a proportionate number of the Restricted Shares) as the Committee shall deem appropriate.

7.03. Restricted Stock Units .

(a) Settlement of Restricted Stock Units . Payments shall be made to Participants with respect to their Restricted Stock Units as soon as practicable after the Committee has determined that the terms and conditions applicable to such Award have been satisfied or at a later date if distribution has been deferred. Payments to Participants with respect to Restricted Stock Units shall be made in the form of Common Stock, or cash or a combination of both, as the Committee may determine. The amount of any cash to be paid in lieu of Common Stock shall be determined on the basis of the Fair Market Value of the Common Stock on the date any such payment is processed. As to shares of Common Stock which constitute all or any part of such payment, the Committee may impose such restrictions concerning their transferability and/or their forfeiture as may be provided in the applicable Award Agreement or as the Committee may otherwise determine, provided such determination is made on or before the date certificates for such shares are first delivered to the applicable Participant.

(b) Shareholder Rights . Until the lapse or release of all restrictions applicable to an Award of Restricted Stock Units, no shares of Common Stock shall be issued in respect of such Awards and no Participant shall have any rights as a shareholder of the Company with respect to the shares of Common Stock covered by such Award of Restricted Stock Units.

(c) Waiver of Forfeiture Period . Notwithstanding anything contained in this Section 7.03 to the contrary, the Committee may, in its sole discretion, waive the forfeiture period and any other conditions set forth in any Award Agreement under appropriate circumstances (including the death, disability or retirement of the Participant or a material change in circumstances arising after the date of an Award) and subject to such terms and conditions (including forfeiture of a proportionate number of shares issuable upon settlement of the Restricted Stock Units constituting an Award) as the Committee shall deem appropriate.

(d) Deferral of Payment . If approved by the Committee and set forth in the applicable Award Agreement, a Participant may elect to defer the amount payable with respect to the Participant’s Restricted Stock Units in accordance with such terms as may be established by the Committee.

7.04 Change in Control . Unless otherwise provided by the Committee in the applicable Award Agreement or any other agreement with the Company, or unless the Awards are assumed or substituted by the successor corporation or a Parent or Subsidiary of the successor corporation and subject to Section 11.07(b) herein, in the event of a Change in Control, all restrictions applicable to Restricted Shares and Restricted Stock Unit Awards shall terminate fully and the Participant shall immediately have the right to the delivery in accordance with Section 7.02(d) of a share certificate or certificates evidencing a number of shares of Common Stock equal to the full number of shares subject to each such Award (in the case of Restricted Stock) or payment in accordance with Section 7.03(a) of a number of shares of Common Stock determined by the Committee, in its discretion, but, in the case of a performance-based or other contingent Award, in no event less than the number of shares payable at the “target” level for each such Award (in the case of Restricted Stock Units). The provisions of this Section 7.04 shall not be applicable to any Restricted Share Award granted to a Participant if any Change in Control results from such Participant’s beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of Common Stock or Company Voting Securities. Notwithstanding the foregoing, the Administrator may, in its sole and absolute discretion, in the event of a Change of Control take any other action its deems appropriate with respect to Restricted Shares and Restricted Stock Unit Awards outstanding on the date of a Change in Control.

ARTICLE VIII

PERFORMANCE AWARDS

8.01. Performance Awards .

(a) Award Periods and Calculations of Potential Incentive Amounts . The Committee may grant Performance Awards to Participants. A Performance Award shall consist of the right to receive a payment (measured by the Fair Market Value of a specified number of shares of Common Stock, increases in such Fair Market Value during the Award Period and/or a fixed cash amount) contingent upon the extent to which certain predetermined performance targets have been met during an Award Period. The Award Period shall be two or more fiscal or calendar years as determined by the Committee. The Committee, in its discretion and under such terms as it deems appropriate, may permit newly eligible Participants, such as those who are promoted or newly hired, to receive Performance Awards after an Award Period has commenced.

(b) Performance Targets . Subject to Section 11.18, the performance targets applicable to a Performance Award may include such goals related to the performance of the Company or, where relevant, any one or more of its Subsidiaries or divisions and/or the performance of a Participant as may be established by the Committee in its discretion. In the case of Performance Awards to “covered employees” (as defined in Section 162(m) of the Code), the targets will be limited to specified levels of one or more of the Performance Goals. The performance targets established by the Committee may vary for different Award Periods and need not be the same for each Participant receiving a Performance Award in an Award Period.

(c) Earning Performance Awards . The Committee, at or as soon as practicable after the Date of Grant, shall prescribe a formula to determine the percentage of the Performance Award to be earned based upon the degree of attainment of the applicable performance targets.

(d) Payment of Earned Performance Awards . Subject to the requirements of Section 11.05, payments of earned Performance Awards shall be made in cash or Common Stock, or a combination of cash and Common Stock, in the discretion of the Committee. The Committee, in its sole discretion, may define, and set forth in the applicable Award Agreement, such terms and conditions with respect to the payment of earned Performance Awards as it may deem desirable.

8.02. Termination of Service . In the event of a Participant’s Termination of Service during an Award Period, the Participant’s Performance Awards shall be forfeited except as may otherwise be provided in the applicable Award Agreement.

8.03. Change in Control . Unless otherwise provided by the Committee in the applicable Award Agreement or any other agreement with the Company, or unless the Awards are assumed or substituted by the successor corporation or a Parent or Subsidiary of the successor corporation and subject to Section 11.07(b) herein, in the event of a Change in Control, all Performance Awards for all Award Periods shall immediately become fully vested and payable to all Participants and shall be paid to Participants in accordance with Section 8.01(d), within 30 days after such Change in Control. The provisions of this Section 8.03 shall not be applicable to any Performance Award granted to a Participant if any Change in Control results from such Participant’s beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of Common Stock or Company Voting Securities. Notwithstanding the foregoing, the Administrator may, in its sole and absolute discretion, in the event of a Change of Control take any other action its deems appropriate with respect to Performance Awards outstanding on the date of a Change in Control.

ARTICLE IX

OTHER STOCK-BASED AWARDS

9.01. Grant of Other Stock-Based Awards . Other stock-based awards, consisting of stock purchase rights (with or without loans to Participants by the Company containing such terms as the Committee shall determine), Awards of Common Stock, or Awards valued in whole or in part by reference to, or otherwise based on, Common Stock, may be granted either alone or in addition to or in conjunction with other Awards under the Plan. Subject to the provisions of the Plan, the Committee shall have sole and complete authority to determine the persons to whom and the time or times at which such Awards shall be made, the number of shares of Common Stock to be granted pursuant to such Awards, and all other conditions of the Awards. Any such Award shall be confirmed by an Award Agreement executed by the Committee and the Participant, which Award Agreement shall contain such provisions as the Committee determines to be necessary or appropriate to carry out the intent of this Plan with respect to such Award.

9.02. Terms of Other Stock-Based Awards . In addition to the terms and conditions specified in the Award Agreement, Awards made pursuant to this Article IX shall be subject to the following:

(a) Any Common Stock subject to Awards made under this Article IX may not be sold, assigned, transferred, pledged or otherwise encumbered prior to the date on which the shares are issued, or, if later, the date on which any applicable restriction, performance or deferral period lapses; and

(b) If specified by the Committee in the Award Agreement, the recipient of an Award under this Article IX shall be entitled to receive, currently or on a deferred basis, interest or dividends or dividend equivalents with respect to the Common Stock or other securities covered by the Award; and

(c) The Award Agreement with respect to any Award shall contain provisions dealing with the disposition of such Award in the event of a Termination of Service prior to the exercise, payment or other settlement of such Award, whether such termination occurs because of Retirement, disability, death or other reason, with such provisions to take account of the specific nature and purpose of the Award.

ARTICLE X

SHORT-TERM CASH INCENTIVE AWARDS

10.01. Eligibility . Executive officers of the Company who are from time to time determined by the Committee to be “covered employees” for purposes of Section 162(m) of the Code will be eligible to receive short-term cash incentive awards under this Article X.

10.02. Awards .

(a) Performance Targets . The Committee shall establish objective performance targets based on specified levels of one or more of the Performance Goals. Such performance targets shall be established by the Committee on a timely basis to ensure that the targets are considered “preestablished” for purposes of Section 162(m) of the Code.

(b) Amounts of Awards . In conjunction with the establishment of performance targets for a fiscal year, the Committee shall adopt an objective formula (on the basis of percentages of Participants’ salaries, shares in a bonus pool or otherwise) for computing the respective amounts payable under the Plan to Participants if and to the extent that the performance targets are attained. Such formula shall comply with the requirements applicable to performance-based compensation plans under Section 162(m) of the Code and, to the extent based on percentages of a bonus pool, such percentages shall not exceed 100% in the aggregate.

(c) Payment of Awards . Awards will be payable to Participants in cash each year upon prior written certification by the Committee of attainment of the specified performance targets for the preceding fiscal year.

(d) Negative Discretion . Notwithstanding the attainment by the Company of the specified performance targets, the Committee shall have the discretion, which need not be exercised uniformly among the Participants, to reduce or eliminate the award that would be otherwise paid.

(e) Guidelines . The Committee shall adopt from time to time written policies for its implementation of this Article X. Such guidelines shall reflect the intention of the Company that all payments hereunder qualify as performance-based compensation under Section 162(m) of the Code.

(f) Non-Exclusive Arrangement . The adoption and operation of this Article X shall not preclude the Board or the Committee from approving other short-term incentive compensation arrangements for the benefit of individuals who are Participants hereunder as the Board or Committee, as the case may be, deems appropriate and in the best of the Company.

ARTICLE XI

TERMS APPLICABLE GENERALLY TO AWARDS

GRANTED UNDER THE PLAN

11.01. Plan Provisions Control Award Terms . Except as provided in Section 11.16, the terms of the Plan shall govern all Awards granted under the Plan, and in no event shall the Committee have the power to grant any Award under the Plan which is contrary to any of the provisions of the Plan. In the event any provision of any Award granted under the Plan shall conflict with any term in the Plan as constituted on the Date of Grant of such Award, the term in the Plan as constituted on the Date of Grant of such Award shall control. Except as provided in Section 11.03 and Section 11.07, the terms of any Award granted under the Plan may not be changed after the Date of Grant of such Award so as to materially decrease the value of the Award without the express written approval of the holder.

11.02. Award Agreement . No person shall have any rights under any Award granted under the Plan unless and until the Company and the Participant to whom such Award shall have been granted shall have executed and delivered an Award Agreement or received any other Award acknowledgment authorized by the Committee expressly granting the Award to such person and containing provisions setting forth the terms of the Award.

11.03. Modification of Award After Grant . No Award granted under the Plan to a Participant may be modified (unless such modification does not materially decrease the value of the Award) after the Date of Grant except by express written agreement between the Company and the Participant, provided that any such change (a) shall not be inconsistent with the terms of the Plan, and (b) shall be approved by the Committee.

11.04. Limitation on Transfer . Except as provided in Section 7.01(c) in the case of Restricted Shares, a Participant’s rights and interest under the Plan may not be assigned or transferred other than by will or the laws of descent and distribution, and during the lifetime of a Participant, only the Participant personally (or the Participant’s personal representative) may exercise rights under the Plan. The Participant’s Beneficiary may exercise the Participant’s rights to the extent they are exercisable under the Plan following the death of the Participant. Notwithstanding the foregoing, to the extent permitted under Section 16(b) of the Exchange Act with respect to Participants subject to such Section, the Committee may grant Non-Qualified Stock Options that are transferable, without payment of consideration, to immediate family members of the Participant or to trusts or partnerships for such family members, and the Committee may also amend outstanding Non-Qualified Stock Options to provide for such transferability.

11.05. Taxes . The Company shall be entitled, if the Committee deems it necessary or desirable, to withhold (or secure payment from the Participant in lieu of withholding) the amount of any withholding or other tax required by law to be withheld or paid by the Company with respect to any amount payable and/or shares issuable under such Participant’s Award, or with respect to any income recognized upon a disqualifying disposition of shares received pursuant to the exercise of an Incentive Stock Option, and the Company may defer payment or issuance of the cash or shares upon exercise or vesting of an Award unless indemnified to its satisfaction against any liability for any such tax. The amount of such withholding or tax payment shall be determined by the Committee and shall be payable by the Participant at such time as the Committee determines in accordance with the following rules:

(a) The Participant shall have the right to elect to meet his or her withholding requirement (i) by having withheld from such Award at the appropriate time that number of shares of Common Stock, rounded up to the next whole share, whose Fair Market Value is equal to the amount of withholding taxes due, (ii) by direct payment to the Company in cash of the amount of any taxes required to be withheld with respect to such Award or (iii) by a combination of shares and cash.

(b) In the case of Participants who are subject to Section 16 of the Exchange Act, the Committee may impose such limitations and restrictions as it deems necessary or appropriate with respect to the delivery or withholding of shares of Common Stock to meet tax withholding obligations.

11.06. Surrender of Awards . Any Award granted under the Plan may be surrendered to the Company for cancellation on such terms as the Committee and the holder approve. With the consent of the Participant, the Committee may substitute a new Award under this Plan in connection with the surrender by the Participant of an equity compensation award previously granted under this Plan or any other plan sponsored by the Company; provided, however, that no such substitution shall be permitted without the approval of the Company’s stockholders if such approval is required by the rules of any applicable stock exchange.

11.07. Adjustments to Reflect Capital Changes .

(a) Recapitalization . In the event of any corporate event or transaction (including, but not limited to, a change in the Common Stock or the capitalization of the Company) such as a merger, consolidation, reorganization, recapitalization, separation, partial or complete liquidation, stock dividend, stock split, reverse stock split, split up, spin-off, or other distribution of stock or property of the Company, a combination or exchange of Common Stock, dividend in kind, or other like change in capital structure, number of outstanding shares of Common Stock, distribution (other than normal cash dividends) to shareholders of the Company, or any similar corporate event or transaction, the Committee, in order to prevent dilution or enlargement of Participants’ rights under this Plan, shall make equitable and appropriate adjustments and substitutions, as applicable, to or of the number and kind of shares subject to outstanding Awards, the Purchase Price or Exercise Price for such shares, the number and kind of shares available for future issuance under the Plan and the maximum number of shares in respect of which Awards can be made to any Participant in any calendar year, and other determinations applicable to outstanding Awards. The Committee shall have the power and sole discretion to determine the amount of the adjustment to be made in each case.

(b) Merger . After any Merger in which the Company is the surviving corporation, each Participant shall, at no additional cost, be entitled upon any exercise of all Options or receipt of other Award to receive (subject to any required action by stockholders), in lieu of the number of shares of Common Stock receivable or exercisable pursuant to such Award, the number and class of shares or other securities to which such Participant would have been entitled pursuant to the terms of the Merger if, at the time of the Merger, such Participant had been the holder of record of a number of shares equal to the number of shares receivable or exercisable pursuant to such Award. Comparable rights shall accrue to each Participant in the event of successive Mergers of the character described above. Notwithstanding Section 11.15, in the event of a Merger in which the Company is not the surviving corporation, outstanding Awards shall be subject to the agreement governing the Merger, which may provide, without limitation, for the assumption of Awards by the surviving corporation or its parent or subsidiary, for the substitution by the surviving corporation or its parent or subsidiary of its own awards for such Awards, for accelerated vesting and accelerated expiration, or for settlement in cash or cash equivalents. In any event, the exercise and/or vesting of any Award that was permissible solely by reason of this Section 11.07(b) shall be conditioned upon the consummation of the Merger.

(c) Options to Purchase Shares or Stock of Acquired Companies . After any Merger in which the Company or a Subsidiary shall be a surviving corporation, the Committee may grant substituted options under the provisions of the Plan, pursuant to Section 424 of the Code, replacing old options granted under a plan of another party to the Merger whose shares or stock subject to the old options may no longer be issued following the Merger. The foregoing adjustments and manner of application of the foregoing provisions shall be determined by the Committee in its sole discretion. Any such adjustments may provide for the elimination of any fractional shares which might otherwise become subject to any Options.

11.08. No Right to Continued Service . No person shall have any claim of right to be granted an Award under this Plan. Neither the Plan nor any action taken hereunder shall be construed as giving any Participant any right to be retained in the service of the Company or any of its Subsidiaries.

11.09. Awards Not Includable for Benefit Purposes . Payments received by a Participant pursuant to the provisions of the Plan shall not be included in the determination of benefits under any pension, group insurance or other benefit plan applicable to the Participant which is maintained by the Company or any of its Subsidiaries, except as may be provided under the terms of such plans or determined by the Board.

11.10. Governing Law . All determinations made and actions taken pursuant to the Plan shall be governed by the laws of Delaware and construed in accordance therewith.

11.11. No Strict Construction . No rule of strict construction shall be implied against the Company, the Committee, or any other person in the interpretation of any of the terms of the Plan, any Award granted under the Plan or any rule or procedure established by the Committee.

11.12. Compliance with Rule 16b-3 . It is intended that, unless the Committee determines otherwise, Awards under the Plan be eligible for exemption under Rule 16b-3. The Board is authorized to amend the Plan and to make any such modifications to Award Agreements to comply with Rule 16b-3, as it may be amended from time to time, and to make any other such amendments or modifications as it deems necessary or appropriate to better accomplish the purposes of the Plan in light of any amendments made to Rule 16b-3.

11.13. Captions . The captions (i.e., all Section headings) used in the Plan are for convenience only, do not constitute a part of the Plan, and shall not be deemed to limit, characterize or affect in any way any provisions of the Plan, and all provisions of the Plan shall be construed as if no captions have been used in the Plan.

11.14. Severability . Whenever possible, each provision in the Plan and every Award at any time granted under the Plan shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of the Plan or any Award at any time granted under the Plan shall be held to be prohibited by or invalid under applicable law, then (a) such provision shall be deemed amended to accomplish the objectives of the provision as originally written to the fullest extent permitted by law and (b) all other provisions of the Plan and every other Award at any time granted under the Plan shall remain in full force and effect.

11.15. Amendment and Termination .

(a) Amendment . The Board shall have complete power and authority to amend the Plan at any time; provided, however, that the Board shall not, without the requisite affirmative approval of stockholders of the Company, make any amendment which requires stockholder approval under the Code or under any other applicable law or rule of any stock exchange which lists Common Stock or Company Voting Securities. No termination or amendment of the Plan may, without the consent of the Participant to whom any Award shall theretofore have been granted under the Plan, adversely affect the right of such individual under such Award.

(b) Termination . The Board shall have the right and the power to terminate the Plan at any time. No Award shall be granted under the Plan after the termination of the Plan, but the termination of the Plan shall not have any other effect and any Award outstanding at the time of the termination of the Plan may be exercised after termination of the Plan at any time prior to the expiration date of such Award to the same extent such Award would have been exercisable had the Plan not terminated.

11.16. Foreign Qualified Awards . Awards under the Plan may be granted to such employees of the Company and its Subsidiaries who are residing in foreign jurisdictions as the Committee in its sole discretion may determine from time to time. The Committee may adopt such supplements to the Plan as may be necessary or appropriate to comply with the applicable laws of such foreign jurisdictions and to afford Participants favorable treatment under such laws; provided, however, that no Award shall be granted under any such supplement with terms or conditions inconsistent with the provision set forth in the Plan.

11.17. Dividend Equivalents . For any Award granted under the Plan, the Committee shall have the discretion, upon the Date of Grant or thereafter, to establish a Dividend Equivalent Account with respect to the Award, and the applicable Award Agreement or an amendment thereto shall confirm such establishment. If a Dividend Equivalent Account is established, the following terms shall apply:

(a) Terms and Conditions . Dividend Equivalent Accounts shall be subject to such terms and conditions as the Committee shall determine and as shall be set forth in the applicable Award Agreement. Such terms and conditions may include, without limitation, for the Participant’s Account to be credited as of the record date of each cash dividend on the Common Stock with an amount equal to the cash dividends which would be paid with respect to the number of shares of Common Stock then covered by the related Award if such shares of Common Stock had been owned of record by the Participant on such record date.

(b) Unfunded Obligation . Dividend Equivalent Accounts shall be established and maintained only on the books and records of the Company and no assets or funds of the Company shall be set aside, placed in trust, removed from the claims of the Company’s general creditors, or otherwise made available until such amounts are actually payable as provided hereunder.

11.18 Adjustment of Performance Goals and Targets . Notwithstanding any provision of the Plan to the contrary, the Committee shall have the authority to adjust any Performance Goal, performance target or other performance-based criteria established with respect to any Award under the Plan if circumstances occur (including, but not limited to, unusual or nonrecurring events, changes in tax laws or accounting principles or practices or changed business or economic conditions) that cause any such Performance Goal, performance target or performance-based criteria to be inappropriate in the judgment of the Committee; provided, that with respect to any Award that is intended to qualify for the “performance-based compensation” exception under Section 162(m) of the Code and the regulations thereunder, any adjustment by the Committee shall be consistent with the requirements of Section 162(m) and the regulations thereunder.

11.19 Legality of Issuance . Notwithstanding any provision of this Plan or any applicable Award Agreement to the contrary, the Committee shall have the sole discretion to impose such conditions, restrictions and limitations (including suspending exercises of Options or Stock Appreciation Rights and the tolling of any applicable exercise period during such suspension) on the issuance of Common Stock with respect to any Award unless and until the Committee determines that such issuance complies with (i) any applicable registration requirements under the Securities Act of 1933 or the Committee has determined that an exemption therefrom is available, (ii) any applicable listing requirement of any stock exchange on which the Common Stock is listed, and (iii) any other applicable provision of state, federal or foreign law, including foreign securities laws where applicable.

11.20 Restrictions on Transfer . Regardless of whether the offering and sale of Common Stock under the Plan have been registered under the Securities Act of 1933 or have been registered or qualified under the securities laws of any state, the Company may impose restrictions upon the sale, pledge, or other transfer of such Common Stock (including the placement of appropriate legends on stock certificates) if, in the judgment of the Company and its counsel, such restrictions are necessary or desirable to achieve compliance with the provisions of the Securities Act of 1933, the securities laws of any state, the United States or any other applicable foreign law.

11.21 Further Assurances . As a condition to receipt of any Award under the Plan, a Participant shall agree, upon demand of the Company, to do all acts and execute, deliver and perform all additional documents, instruments and agreements which may be reasonably required by the Company, to implement the provisions and purposes of the Plan.

AMENDMENT NO. 1

SPARK NETWORKS, INC.

2007 OMNIBUS INCENTIVE PLAN

The following constitutes Amendment No. 1 to the 2007 Omnibus Incentive Plan (the “Plan”) of Spark Networks, Inc. (the “Company”), which originally became effective as of July 9, 2007. This amendment increases the total number of initially authorized shares of Common Stock reserved and available for issuance under the Plan from 2,500,000 shares by 250,000 shares so that the Plan authorizes a total of 2,750,000 shares, which amount does not include the annual increase of reserved shares as provided in Article IV Section 4.01 of the Plan.

Pursuant to the resolutions of the board of directors dated November 5, 2008 and the approval of the Company’s stockholders at the Special Meeting of Stockholders held on January 5, 2009, Article IV Section 4.01 of the Plan shall be deleted in its entirety and replaced with the following:

“4.01 Number of Shares Issuable . The total number of shares initially authorized to be issued under the Plan shall be 2,750,000 shares of Common Stock; provided, however, that on January 1 of each year, beginning on January 1, 2009, such maximum aggregate number of shares of Common Stock shall be increased by an amount equal to the lesser of (i) 2,000,000 shares, (ii) four percent (4%) of the number of outstanding shares of Common Stock on the last day of the immediately preceding fiscal year or (iii) an amount determined by the Board. No more than 500,000 shares of Common Stock may be issued under the Plan as Awards under Articles VII, VIII and IX. The foregoing share limits shall be subject to adjustment in accordance with Section 11.07. The shares to be offered under the Plan shall be authorized and unissued Common Stock, or issued Common Stock that shall have been reacquired by the Company.”

IN WITNESS WHEREOF, pursuant to the due authorization and adoption of this amendment to the Plan by the board of directors and stockholders on the day and year set forth below, the Company has caused this amendment to the Plan to be duly executed by its duly authorized officer.

Dated: January 5, 2009

SPARK NETWORKS, INC.,
a Delaware corporation

By:	/s/ Joshua A. Kreinberg
	Name:	Joshua A. Kreinberg
	Title:	General Counsel and Corporate Secretary

NOTICE OF GRANT OF STOCK OPTION AWARD

SPARK NETWORKS, INC.

2007 OMNIBUS INCENTIVE PLAN

FOR GOOD AND VALUABLE CONSIDERATION, Spark Networks, Inc. (the “Company”) hereby grants, pursuant to the provisions of the Company’s 2007 Omnibus Incentive Plan (the “Plan”), to the Participant designated in this Notice of Grant of [Incentive/Non-Qualified] Stock Option Award (the “Notice”) an option to purchase the number of shares of the common stock of the Company set forth in the Notice (the “Shares”), subject to certain restrictions as outlined below in this Notice and the additional provisions set forth in the attached Terms and Conditions of Stock Option Award (collectively, the “Agreement”). Also enclosed is a copy of the information statement describing important provisions of the Plan.

Optionee: [ ]

Vesting Schedule : [1/4 vesting on each of the first, second, third and fourth anniversaries of the date of the grant]

Vesting is accelerated in full upon a Change in Control under Section 2(c).

Exercise After Termination of Service :

Termination of Service for any reason : any non-vested portion of the Option expires immediately;

Termination of Service due to death or Disability : vested portion of the Option is exercisable by the Optionee (or, in the event of the Optionee’s death, the Optionee’s Beneficiary) for one year after the Optionee’s Termination;

Termination of Service for any reason other than death or Disability : vested portion of the Option is exercisable for a period of ninety days following the Optionee’s Termination.

In no event may this Option be exercised after the Expiration Date as provided above .

Stockholder Approval: Notwithstanding the vesting schedule above, this Award is subject to stockholder approval of the Plan and, unless and until stockholder approval is obtained, this Award shall not be deemed vested in whole or in part and no Common Stock shall be issued or issuable with respect to this Award. If stockholder approval of the Plan is not obtained within one year after the Grant Date, this Award will terminate ab initio and be of no further force and effect.

By signing below, the Optionee agrees that this Stock Option Award is granted under and governed by the terms and conditions of the Company’s 2007 Omnibus Incentive Plan and the attached Terms and Conditions.

Participant			Spark Networks, Inc.

			By:
			Title:
Date:			Date:

TERMS AND CONDITIONS OF STOCK OPTION AWARD

I. AGREEMENT

1. Grant of Option . The Option granted to the Optionee and described in the Notice of Grant is subject to the terms and conditions of the Plan, which is incorporated by reference in its entirety into these Terms and Conditions of Stock Option Award.

The Board of Directors of the Company has authorized and approved the 2007 Omnibus Incentive Plan (the “Plan”), which has been approved by the stockholders of the Company. The Committee has approved an award to the Optionee of a number of shares of the Company’s common stock, conditioned upon the Participant’s acceptance of the provisions set forth in the Notice and these Terms and Conditions within 60 days after the Notice and these Terms and Conditions are presented to the Optionee for review. For purposes of the Notice and these Terms and Conditions, any reference to the Company shall include a reference to any Subsidiary.

If designated in the Notice of Grant as an Incentive Stock Option (“ISO”), this Option is intended to qualify as an Incentive Stock Option as defined in Section 422 of the Code. Nevertheless, to the extent that the Option fails to meet the requirements of an ISO under Section 422 of the Code, this Option shall be treated as a Non-Qualified Stock Option (“NSO”).

The Company intends that this Option not be considered to provide for the deferral of compensation under Section 409A of the Code and that this Agreement shall be so administered and construed. Further, the Company may modify the Plan and this Award to the extent necessary to fulfill this intent.

2. Exercise of Option .

(a) Right to Exercise . This Option shall be exercisable, in whole or in part, during its term in accordance with the Vesting Schedule set out in the Notice of Grant and with the applicable provisions of the Plan and this Option Agreement. No Shares shall be issued pursuant to the exercise of an Option unless the issuance and exercise comply with applicable laws. Assuming such compliance, for income tax purposes the Shares shall be considered transferred to the Optionee on the date on which the Option is exercised with respect to such Shares. The Committee may, in its discretion, (i) accelerate vesting of the Option, or (ii) extend the applicable exercise period to the extent permitted under Section 6.03 of the Plan.

(b) Method of Exercise . The Optionee may exercise the Option by delivering an exercise notice in a form approved by the Company (the “Exercise Notice”) which shall state the election to exercise the Option, the number of Shares with respect to which the Option is being exercised, and such other representations and agreements as may be required by the Company. The Exercise Notice shall be accompanied by payment of the aggregate Exercise Price as to all Shares exercised. This Option shall be deemed to be exercised upon receipt by the Company of such fully executed Exercise Notice accompanied by the aggregate Exercise Price.

(c) Acceleration of Vesting on Change in Control . Subject to the exceptions contained in Section 6.05 of the Plan, in the event of a Change in Control, all Options outstanding on the date of the Change in Control that have not previously vested or terminated under the terms of this Agreement shall be immediately and fully vested and exercisable.

3. Method of Payment . If the Optionee elects to exercise the Option by submitting an Exercise Notice under Section 2(b) of this Agreement, the aggregate Exercise Price (as well as any applicable withholding or other taxes) shall be paid by cash or check; provided, however , that the Committee may consent, in its discretion, to payment in any of the following forms, or a combination of them:

(a) cash or check;

(b) consideration received by the Company under a formal cashless exercise program adopted by the Company in connection with the Plan;

(c) surrender of other Shares owned by the Optionee which have a Fair Market Value on the date of surrender equal to the aggregate Exercise Price of the Exercised Shares and any applicable withholding; or

(d) any other consideration that the Committee deems appropriate and in compliance with applicable law.

4. Restrictions on Exercise . This Option may not be exercised until such time as the Plan has been approved by the stockholders of the Company, or if the issuance of the Shares upon exercise or the method of payment of consideration for those shares would constitute a violation of any applicable law or regulation.

5. Non-Transferability of Option . This Option may not be transferred in any manner otherwise than by will or by the laws of descent or distribution and may be exercised during the lifetime of the Optionee only by the Optionee [IF THE OPTION IS A NSO, THE FOLLOWING LANGUAGE MAY BE INCLUDED PERMITTING LIMITED TRANSFER OF THE OPTION] [; provided, however, that the Optionee may transfer the Options to any member of the Optionee’s Immediate Family or to a trust, limited liability company, family limited partnership or other equivalent vehicle, established for the exclusive benefit of one or more members of his Immediate Family by delivering to the Company a Notice of Assignment in a form acceptable to the Company. No transfer or assignment of the Option to or on behalf of an Immediate Family member under this Section 5 shall be effective until the Company has acknowledged such transfer or assignment in writing. “Immediate Family” means the Optionee’s parents, spouse, children, siblings, and grandchildren. Following transfer, the Options shall continue to be subject to the same terms and conditions as were applicable immediately prior to transfer. In the event an Option is transferred as contemplated in this Section 5, such Option may not be subsequently transferred by the transferee except by will or the laws of descent and distribution.] The terms of the Plan and this Option Agreement shall be binding upon the executors, administrators, heirs, successors and assigns of the Optionee.

6. Term of Option . This Option may be exercised only within the term set out in the Notice of Grant, and may be exercised during such term only in accordance with the Plan and the terms of this Option Agreement.

7. Withholding .

(a) The Committee shall determine the amount of any withholding or other tax required by law to be withheld or paid by the Company with respect to any income recognized by the Optionee with respect to the Option Award.

(b) The Optionee shall be required to meet any applicable tax withholding obligation in accordance with the provisions of Section 11.05 of the Plan.

(c) Subject to any rules prescribed by the Committee, the Optionee shall have the right to elect to meet any withholding requirement (i) by having withheld from this Award at the appropriate time that number of whole shares of common stock whose fair market value is equal to the amount of any taxes required to be withheld with respect to such Award, (ii) by direct payment to the Company in cash of the amount of any taxes required to be withheld with respect to such Award or (iii) by a combination of shares and cash.

8. Defined Terms . Capitalized terms used but not defined in the Notice and these Terms and Conditions shall have the meanings set forth in the Plan, unless such term is defined in the Optionee’s Employment Agreement. Any terms used in the Notice and these Terms and Conditions, but defined in the Optionee’s Employment Agreement are incorporated herein by reference and shall be effective for purposes of the Notice and these Terms and Conditions without regard to the continued effectiveness of the Employment Agreement.

9. Nonassignability . The Award may not be sold, assigned, transferred (other than by will or the laws of descent and distribution, or to an inter vivos trust with respect to which the Optionee is treated as the owner under Sections 671 through 677 of the Code), pledged, hypothecated, or otherwise encumbered or disposed of until the restrictions on such Shares, as set forth in the Notice and Agreement, have lapsed or been removed.

10 Optionee Representations . The Optionee hereby represents to the Company that the Optionee has read and fully understands the provisions of the Notice, these Terms and Conditions and the Plan and the Optionee’s decision to participate in the Plan is completely voluntary. Further, the Optionee acknowledges that the Optionee is relying solely on his or her own advisors with respect to the tax consequences of this stock option award.

11. Regulatory Limitations on Exercises . Notwithstanding the other provisions of this Option Agreement, no option exercise or issuance of shares of Common Stock pursuant to this Option Agreement shall be effective if (i) the shares reserved under the Plan are not subject to an effective registration statement at the time of such exercise or issuance, or otherwise eligible for an exemption from registration, or (ii) the Company determines in good faith that such exercise or issuance would violate any applicable securities or other law or regulation.

12. Miscellaneous .

(a) Notices . All notices, requests, deliveries, payments, demands and other communications which are required or permitted to be given under these Terms and Conditions shall be in writing and shall be either delivered personally or sent by registered or certified mail, or by private courier, return receipt requested, postage prepaid to the parties at their respective addresses set forth herein, or to such other address as either shall have specified by notice in writing to the other. Notice shall be deemed duly given hereunder when delivered or mailed as provided herein.

(b) Waiver . The waiver by any party hereto of a breach of any provision of the Notice or these Terms and Conditions shall not operate or be construed as a waiver of any other or subsequent breach.

(c) Entire Agreement . These Terms and Conditions, the Notice and the Plan constitute the entire agreement between the parties with respect to the subject matter hereof.

(d) Binding Effect; Successors . These Terms and Conditions shall inure to the benefit of and be binding upon the parties hereto and to the extent not prohibited herein, their respective heirs, successors, assigns and representatives. Nothing in these Terms and Conditions, express or implied, is intended to confer on any person other than the parties hereto and as provided above, their respective heirs, successors, assigns and representatives any rights, remedies, obligations or liabilities.

(e) Governing Law . The Notice and these Terms and Conditions shall be governed by and construed in accordance with the laws of the State of Delaware.

(f) Headings . The headings contained herein are for the sole purpose of convenience of reference, and shall not in any way limit or affect the meaning or interpretation of any of the terms or provisions of these Terms and Conditions.

(g) Conflicts; Amendment . The provisions of the Plan are incorporated in these Terms and Conditions in their entirety. In the event of any conflict between the provisions of these Terms and Conditions and the Plan, the provisions of the Plan shall control. The Agreement may be amended at any time by written agreement of the parties hereto.

(h) No Right to Continued Employment . Nothing in the Notice or these Terms and Conditions shall confer upon the Optionee any right to continue in the employ or service of the Company or affect the right of the Company to terminate the Optionee’s employment or service at any time.

(i) Further Assurances . The Optionee agrees, upon demand of the Company or the Committee, to do all acts and execute, deliver and perform all additional documents, instruments and agreements which may be reasonably required by the Company or the Committee, as the case may be, to implement the provisions and purposes of the Notice and these Terms and Conditions and the Plan.

NOTICE OF GRANT OF RESTRICTED STOCK AWARD

SPARK NETWORKS, INC.

2007 OMNIBUS INCENTIVE PLAN

FOR GOOD AND VALUABLE CONSIDERATION, Spark Networks, Inc. (the “Company”) hereby grants, pursuant to the provisions of the Company’s 2007 Omnibus Incentive Plan (the “Plan”), to the Participant designated in this Notice of Grant of Restricted Stock Award (the “Notice”) the number of shares of the common stock of the Company set forth in the Notice, subject to certain restrictions as outlined below in this Notice and the additional provisions set forth in the attached Terms and Conditions of Restricted Stock Award (the “Agreement”). Also enclosed is a copy of the information statement describing important provisions of the Plan.

Participant: [ ]

Grant Date: [ ]

# of Shares of Restricted Stock: [ ]

Purchase Price: Subject to the withholding provisions of Paragraph 5 of the Terms and Conditions, this Restricted Stock Award does not require the Participant to pay any purchase price or other cash consideration in connection with the issuance or delivery of the Restricted Stock.

Vesting Schedule: Subject to the provisions contained in Paragraphs 4, 5 and 6 of the Terms and Conditions, this Restricted Stock Award shall vest, and the applicable Restrictions set forth in the Terms and Conditions shall lapse in accordance with the following schedule, in the event the Participant does not have a Termination of Service prior to the applicable vesting date:

Date of Vesting	Cumulative Amount Vested
[First Anniversary of Grant Date		25	%]
[Second Anniversary of Grant Date		50	%]
[Third Anniversary of Grant Date		75	%]
[Fourth Anniversary of Grant Date		100	%]

Change in Control: Notwithstanding the foregoing vesting schedule, the Restricted Stock Award will be deemed fully vested and no longer subject to forfeiture in the event of a Change in Control of the Company (as defined in and subject to the provisions of the Plan).

Forfeiture: The Participant’s rights in the Restricted Stock Award on which the Restrictions have not lapsed pursuant to the vesting schedule provisions above shall be forfeited in full in the event of the Participant’s Termination of Service for any reason.

By signing below, the Participant agrees that this Restricted Stock Award is granted under and governed by the terms and conditions of the Company’s 2007 Omnibus Incentive Plan and the attached Terms and Conditions.

Participant			Spark Networks, Inc.

			By:
			Title:
Date:			Date:

TERMS AND CONDITIONS OF RESTRICTED STOCK AWARD

These Terms and Conditions of Restricted Stock Award relates to the Notice of Grant of Restricted Stock Award (the “Notice”) attached hereto, by and between Spark Networks, Inc. (the “Company”), and the person identified in the Notice (the “Participant”).

The Board of Directors of the Company has authorized and approved the 2007 Omnibus Incentive Plan (the “Plan”), which has been approved by the stockholders of the Company. The Committee has approved an award to the Participant of a number of shares of the Company’s common stock, conditioned upon the Participant’s acceptance of the provisions set forth in the Notice and these Terms and Conditions within 60 days after the Notice and these Terms and Conditions are presented to the Participant for review. For purposes of the Notice and these Terms and Conditions, any reference to the Company shall include a reference to any Subsidiary.

Grant of Restricted Stock .

(a) Subject to the terms and conditions of the Plan, as of the Grant Date, the Company grants to the Participant the number of shares of Common Stock set forth in the Notice (the “Restricted Shares”), subject to the restrictions set forth in Paragraph 2 of these Terms and Conditions, the provisions of the Plan and the other provisions contained in these Terms and Conditions. If and when the restrictions set forth in Paragraph 2 expire in accordance with these Terms and Conditions without forfeiture of the Restricted Shares, and upon the satisfaction of all other applicable conditions as to the Restricted Shares, such shares shall no longer be considered Restricted Shares for purposes of these Terms and Conditions.

(b) As soon as practicable after the Grant Date, the Company shall direct that a stock certificate or certificates representing the applicable Restricted Shares be registered in the name of and issued to the Participant. Such certificate or certificates shall be held in the custody of the Company or its designee until the expiration of the applicable Restricted Period (as defined in Paragraph 3). On or before the date of execution of the Notice, the Participant has delivered to the Company one or more stock powers endorsed in blank relating to the Restricted Shares.

(c) Except as provided in Section 1(d), in the event that a certificate for the Restricted Shares is delivered to the Participant, such certificate shall bear the following legend (the “Legend”):

The ownership and transferability of this certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) of the Spark Networks, Inc. 2007 Omnibus Incentive Plan and a Restricted Stock Award Notice entered into between the registered owner and Spark Networks, Inc. Copies of such Plan and Notice are on file in the executive offices of Spark Networks, Inc.

In addition, the stock certificate or certificates for the Restricted Shares shall be subject to such stop-transfer orders and other restrictions as the Company may deem advisable under the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which the Common Stock is then listed, and any applicable federal or state securities law, and the Company may cause a legend or legends to be placed on such certificate or certificates to make appropriate reference to such restrictions.

(d) As soon as administratively practicable following the expiration of the Restricted Period without a forfeiture of the Restricted Shares, and upon the satisfaction of all other applicable conditions as to the Restricted Shares, including, but not limited to, the payment by the Participant of all applicable withholding taxes, the Company shall deliver or cause to be delivered to the Participant a certificate or certificates for the applicable Restricted Shares which shall not bear the Legend.

Restrictions .

(a) The Participant shall have all rights and privileges of a stockholder as to the Restricted Shares, including the right to vote and receive dividends or other distributions with respect to the Restricted Shares, except that the following restrictions shall apply:

(i) the Participant shall not be entitled to delivery of the certificate or certificates for the Restricted Shares until the expiration of the Restricted Period without a forfeiture of the Restricted Shares and upon the satisfaction of all other applicable conditions;

(ii) none of the Restricted Shares may be sold, transferred, assigned, pledged or otherwise encumbered or disposed of during the Restricted Period applicable to such shares, except as provided in Section 7.02(c) of the Plan or as otherwise permitted by the Committee in its sole discretion or pursuant to rules adopted by the Committee in accordance with the Plan; and

(iii) all of the Restricted Shares shall be forfeited and returned to the Company and all rights of the Participant with respect to the Restricted Shares shall terminate in their entirety on the terms and conditions set forth in Paragraph 4.

(b) Any attempt to dispose of Restricted Shares or any interest in the Restricted Shares in a manner contrary to the restrictions set forth in these Terms and Conditions shall be void and of no effect.

Restricted Period and Vesting . The “Restricted Period” is the period beginning on the Grant Date and ending on the date the Restricted Shares, or such applicable portion of the Restricted Shares, are deemed vested under the schedule set forth in the Notice. The Restricted Shares shall be deemed vested and no longer subject to forfeiture under Paragraph 4 in accordance with the vesting schedule set forth in the Notice or earlier in the event of a Change in Control.

Forfeiture .

(a) Subject to Paragraph 6 below, if during the Restricted Period (i) the Participant incurs a Termination of Service, (ii) there occurs a material breach of the Notice or these Terms and Conditions by the Participant or (iii) the Participant fails to meet the tax withholding obligations described in Paragraph 5(b), all rights of the Participant to the Restricted Shares that have not vested in accordance with Paragraph 3 as of the date of such termination shall terminate immediately and be forfeited in their entirety.

(b) In the event of any forfeiture under this Paragraph 4, the certificate or certificates representing the forfeited Restricted Shares shall be canceled to the extent of any Restricted Shares that were forfeited.

Withholding .

(a) The Committee shall determine the amount of any withholding or other tax required by law to be withheld or paid by the Company with respect to any income recognized by the Participant with respect to the Restricted Shares.

(b) The Participant shall be required to meet any applicable tax withholding obligation in accordance with the provisions of Section 11.05 of the Plan.

(c) Subject to any rules prescribed by the Committee, the Participant shall have the right to elect to meet any withholding requirement (i) by having withheld from this Award at the appropriate time that number of whole shares of common stock whose fair market value is equal to the amount of any taxes required to be withheld with respect to such Award, (ii) by direct payment to the Company in cash of the amount of any taxes required to be withheld with respect to such Award or (iii) by a combination of shares and cash.

Committee Discretion . Notwithstanding any provision of the Notice or these Terms and Conditions to the contrary, the Committee shall have discretion under the Plan to waive any forfeiture of the Restricted Shares as set forth in Paragraph 4, the Restricted Period and any other conditions set forth in the Notice or these Terms and Conditions.

Defined Terms . Capitalized terms used but not defined in the Notice and Agreement shall have the meanings set forth in the Plan, unless such term is defined in the Participant’s Employment Agreement. Any terms used in the Notice and Agreement, but defined in the Participant’s Employment Agreement are incorporated herein by reference and shall be effective for purposes of the Notice and these Terms and Conditions without regard to the continued effectiveness of the Employment Agreement.

Nonassignability . The Restricted Shares may not be sold, assigned, transferred (other than by will or the laws of descent and distribution, or to an inter vivos trust with respect to which the Participant is treated as the owner under Sections 671 through 677 of the Code), pledged, hypothecated, or otherwise encumbered or disposed of until the restrictions on such Shares, as set forth in the Notice and Agreement, have lapsed or been removed.

Participant Representations . The Participant hereby represents to the Company that the Participant has read and fully understands the provisions of the Notice, these Terms and Conditions and the Plan and the Participant’s decision to participate in the Plan is completely voluntary. Further, the Participant acknowledges that the Participant is relying solely on his or her own advisors with respect to the tax consequences of this restricted stock award.

10.

Regulatory Restrictions on the Restricted Shares . Notwithstanding any other provision of the Plan, the obligation of the Company to issue Restricted Shares under the Plan shall be subject to all applicable laws, rules and regulations and such approval by any regulatory body as may be required. The Company reserves the right to restrict, in whole or in part, the delivery of the Restricted Shares pursuant to these Terms and Conditions prior to the satisfaction of all legal requirements relating to the issuance of such shares, to their registration, qualification or listing or to an exemption from registration, qualification or listing.

11.

Miscellaneous .

11.1

Notices . All notices, requests, deliveries, payments, demands and other communications which are required or permitted to be given under these Terms and Conditions shall be in writing and shall be either delivered personally or sent by registered or certified mail, or by private courier, return receipt requested, postage prepaid to the parties at their respective addresses set forth herein, or to such other address as either shall have specified by notice in writing to the other. Notice shall be deemed duly given hereunder when delivered or mailed as provided herein.

11.2

Waiver . The waiver by any party hereto of a breach of any provision of the Notice or these Terms and Conditions shall not operate or be construed as a waiver of any other or subsequent breach.

11.3

Entire Agreement . These Terms and Conditions, the Notice and the Plan constitute the entire agreement between the parties with respect to the subject matter hereof.

11.4

Binding Effect; Successors . These Terms and Conditions shall inure to the benefit of and be binding upon the parties hereto and to the extent not prohibited herein, their respective heirs, successors, assigns and representatives. Nothing in these Terms and Conditions, express or implied, is intended to confer on any person other than the parties hereto and as provided above, their respective heirs, successors, assigns and representatives any rights, remedies, obligations or liabilities.

11.5

Governing Law . The Notice and these Terms and Conditions shall be governed by and construed in accordance with the laws of the State of Delaware.

11.6

Headings . The headings contained herein are for the sole purpose of convenience of reference, and shall not in any way limit or affect the meaning or interpretation of any of the terms or provisions of these Terms and Conditions.

11.7

Conflicts; Amendment . The provisions of the Plan are incorporated in these Terms and Conditions in their entirety. In the event of any conflict between the provisions of these Terms and Conditions and the Plan, the provisions of the Plan shall control. The Agreement may be amended at any time by written agreement of the parties hereto.

11.8

No Right to Continued Employment . Nothing in the Notice or these Terms and Conditions shall confer upon the Participant any right to continue in the employ or service of the Company or affect the right of the Company to terminate the Participant’s employment or service at any time.

11.9

Further Assurances . The Participant agrees, upon demand of the Company or the Committee, to do all acts and execute, deliver and perform all additional documents, instruments and agreements which may be reasonably required by the Company or the Committee, as the case may be, to implement the provisions and purposes of the Notice and these Terms and Conditions and the Plan.

NOTICE OF GRANT OF RESTRICTED STOCK UNIT AWARD

SPARK NETWORKS, INC.

2007 OMNIBUS INCENTIVE PLAN

FOR GOOD AND VALUABLE CONSIDERATION, Spark Networks, Inc. (the “Company”) hereby grants, pursuant to the provisions of the Company’s 2007 Omnibus Incentive Plan (the “Plan”), to the Participant designated in this Notice of Grant of Restricted Stock Unit Award (the “Notice”) the number of shares of the common stock of the Company set forth in the Notice, subject to certain restrictions as outlined below in this Notice and the additional provisions set forth in the attached Terms and Conditions of Restricted Stock Unit Award (the “Agreement”). Also enclosed is a copy of the information statement describing important provisions of the Plan.

Participant: [ ]

Grant Date: [ ]

# of Restricted Stock Units: [ ]

Purchase Price: Subject to the withholding provisions of Paragraph 5 of the Terms and Conditions, this Restricted Stock Unit Award does not require the Participant to pay any purchase price or other cash consideration in connection with this Award, including the issuance or delivery of Common Stock upon vesting of the Award.

Vesting Schedule: Subject to the provisions contained in Paragraphs 4, 5 and 6 of the Terms and Conditions, this Restricted Stock Unit Award shall vest, and the applicable Restrictions set forth in the Terms and Conditions shall lapse in accordance with the following schedule, in the event the Participant does not have a Termination of Service prior to the applicable vesting date:

Date of Vesting	Cumulative Amount Vested
[Sample Vesting Schedule]
First Anniversary of Grant Date		25	%
Second Anniversary of Grant Date		50	%
Third Anniversary of Grant Date		75	%
Fourth Anniversary of Grant Date		100	%

Change in Control: Notwithstanding the foregoing vesting schedule, the Restricted Stock Unit Award will be deemed fully vested and no longer subject to forfeiture in the event of a Change in Control of the Company (as defined in and subject to the provisions of the Plan).

Stockholder Approval and Forfeiture: Notwithstanding the vesting schedule above, this Award is subject to stockholder approval of the Plan and, unless and until stockholder approval is obtained, this Award shall not be deemed vested in whole or in part and no Common Stock shall be issued or issuable with respect to this Award. If stockholder approval of the Plan is not obtained within one year after the Grant Date, this Award will terminate ab initio and be of no further force and effect. The Participant’s rights in the Restricted Stock Unit Award on which the Restrictions have not lapsed pursuant to the vesting schedule provisions above shall be forfeited in full in the event of the Participant’s Termination of Service for any reason.

By signing below, the Participant agrees that this Restricted Stock Unit Award is granted under and governed by the terms and conditions of the Company’s 2007 Omnibus Incentive Plan and the attached Terms and Conditions.

Participant			Spark Networks, Inc.

			By:
			Title:
Date:			Date:

- 2 -

TERMS AND CONDITIONS OF RESTRICTED STOCK UNIT AWARD

These Terms and Conditions of Restricted Stock Unit Award relates to the Notice of Grant of Restricted Stock Unit Award (the “Notice”) attached hereto, by and between Spark Networks, Inc. (the “Company”), and the person identified in the Notice (the “Participant”).

The Board of Directors of the Company has authorized and approved the 2007 Omnibus Incentive Plan (the “Plan”), subject to approval by the Company’s stockholders. The Committee has approved an award to the Participant of a number of shares of the Company’s common stock, conditioned upon the Participant’s acceptance of the provisions set forth in the Notice and these Terms and Conditions within 60 days after the Notice and these Terms and Conditions are presented to the Participant for review. For purposes of the Notice and these Terms and Conditions, any reference to the Company shall include a reference to any Subsidiary.

1. Grant of Restricted Stock Units .

(a) As of the Grant Date set forth in the Notice of Grant, the Company grants to the Participant the number of Restricted Stock Units set forth in the Notice of Grant (the “Units”), which represent shares of the Company’s Common Stock. The Units are subject to the restrictions set forth in Section 2 of this Agreement, these Terms and Conditions, the provisions of the Plan and the other provisions contained in these Terms and Conditions.

(b) The Units granted under this Agreement shall be reflected in a bookkeeping account maintained by the Company during the Restricted Period. If and when the restrictions set forth in Section 2 expire in accordance with the terms of this Agreement, and upon the satisfaction of all other applicable conditions as to the Units, such Units (and any related Dividend Units described in Section 1(c) below) not forfeited pursuant to Section 4 hereof shall be settled in cash or shares of Common Stock as provided in Section 1(e) of this Agreement and otherwise in accordance with the Plan.

(c) With respect to each Unit, whether or not vested, that has not been forfeited (but only to the extent such award of Units has not been settled for cash or Common Stock), the Company shall, with respect to any cash dividends paid on the Common Stock, accrue and credit to the Participant’s bookkeeping account a number of Units having a Fair Market Value as of the date such dividend is paid equal to the cash dividends that would have been paid with respect to such Unit if it were an outstanding share of Common Stock (the “Dividend Units”). These Dividend Units thereafter shall (i) be treated as Units for purposes of future dividend accruals pursuant to this Section 1(c); and (ii) vest in such amounts (rounded to the nearest whole Unit) at the same time as the Units with respect to which such Dividend Units were received. Any dividends or distributions on Common Stock paid other than in cash shall accrue in the Participant’s bookkeeping account and shall vest at the same time as the Units in respect of which they are made (in each case in the same form, based on the same record date and at the same time, as such dividend or other distribution is paid on such Common Stock).

(d) The Company’s obligations under this Agreement (with respect to both the Units and the Dividend Units, if any) shall be unfunded and unsecured, and no special or separate fund shall be established and no other segregation of assets shall be made. The rights of Participant under this Agreement shall be no greater than those of a general unsecured creditor of the Company. In addition, the Units shall be subject to such restrictions as the Company may deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, any stock exchange upon which Common Stock is then listed, any Company policy and any applicable federal or state securities law.

(e) Except as otherwise provided in this Agreement, settlement of the Units in accordance with the provisions of this Section 1(e) shall be delivered as soon as practicable after the end of the Restricted Period, and upon the satisfaction of all other applicable conditions as to the Units (including the payment by the Participant of all applicable withholding taxes). The Units so payable to the Participant shall be paid solely in shares of Common Stock, solely in cash based on the Fair Market Value of the Common Stock (determined as of the first business day next following the last day of the Restricted Period), or in a combination of the two, as determined by the Committee in its sole discretion.

2. Restrictions .

(a) The Participant shall have no rights as a stockholder of the Company by virtue of any Unit unless and until such Unit vests and resulting shares of Common Stock are issued to the Participant:

(b) None of the Units may be sold, transferred, assigned, pledged or otherwise encumbered or disposed of during the Restricted Period, except as may be permitted by the Plan or as otherwise permitted by the Committee in its sole discretion or pursuant to rules adopted by the Committee in accordance with the Plan.

(c) Any attempt to dispose of the Units or any interest in the Units in a manner contrary to the restrictions set forth in this Agreement shall be void and of no effect.

3. Restricted Period and Vesting . The “Restricted Period” is the period beginning on the Grant Date and ending on the date the Units, or such applicable portion of the Units, are deemed vested under the schedule set forth in the Notice Subject to the provisions contained in Section 4, 5 and 6, the Units shall be deemed vested and no longer subject to forfeiture under Paragraph 4 upon expiration of the Restricted Period, and the satisfaction of all other applicable conditions as to the Units (including the payment by the Participant of all applicable withholding taxes).

4. Forfeiture .

Subject to Section 6 hereof, if during the Restricted Period (i) the Participant incurs a Termination of Service, (ii) there occurs a material breach of the Notice or these Terms and Conditions by the Participant, or (iii) the Participant fails to meet the tax withholding obligations described in Section 5(b) hereof, all rights of the Participant to the Units that have not vested in accordance with Section 3 as of the date of such event shall terminate immediately and be forfeited in their entirety.

5. Withholding .

- 2 -

(b) The Participant shall be required to meet any applicable tax withholding obligation in accordance with the provisions of the Plan.

(c) Subject to any rules prescribed by the Committee, the Participant shall have the right to elect to meet any withholding requirement (i) by having withheld from this Award at the appropriate time that number of whole shares of Common Stock whose Fair Market Value is equal to the amount of any taxes required to be withheld with respect to such Award, (ii) by direct payment to the Company in cash of the amount of any taxes required to be withheld with respect to such Award or (iii) by a combination of shares and cash.

6. Committee’s Discretion . Notwithstanding any provision of this Agreement to the contrary, the Committee shall have discretion under Section 7.02(b) of the Plan to waive any forfeiture of the Units as set forth in Section 4 hereof, the Restricted Period and any other conditions set forth in this Agreement.

7. Defined Terms . Capitalized terms used but not defined in the Notice and Agreement shall have the meanings set forth in the Plan, unless such term is defined in the Participant’s Employment Agreement. Any terms used in the Notice and Agreement, but defined in the Participant’s Employment Agreement are incorporated herein by reference and shall be effective for purposes of the Notice and these Terms and Conditions without regard to the continued effectiveness of the Employment Agreement.

8. Nonassignability . The Units may not be sold, assigned, transferred (other than by will or the laws of descent and distribution, or to an inter vivos trust with respect to which the Participant is treated as the owner under Sections 671 through 677 of the Code), pledged, hypothecated, or otherwise encumbered or disposed of until the restrictions on such Units, as set forth in the Notice and Agreement, have lapsed or been removed.

9. Participant Representations . The Participant hereby represents to the Company that the Participant has read and fully understands the provisions of the Notice, these Terms and Conditions and the Plan and the Participant’s decision to participate in the Plan is completely voluntary. Further, the Participant acknowledges that the Participant is relying solely on his or her own advisors with respect to the tax consequences of this restricted stock award.

10. Regulatory Restrictions on the Units . Notwithstanding any other provision of the Plan, the obligation of the Company to issue Common Stock in connection with this Award under the Plan shall be subject to all applicable laws, rules and regulations and such approval by any regulatory body as may be required. The Company reserves the right to restrict, in whole or in part, the delivery of Common Stock pursuant to these Terms and Conditions prior to the satisfaction of all legal requirements relating to the issuance of such shares, to their registration, qualification or listing or to an exemption from registration, qualification or listing.

11. Miscellaneous .

11.1

- 3 -

11.2

Waiver . The waiver by any party hereto of a breach of any provision of the Notice or these Terms and Conditions shall not operate or be construed as a waiver of any other or subsequent breach.

11.3

Entire Agreement . These Terms and Conditions, the Notice and the Plan constitute the entire agreement between the parties with respect to the subject matter hereof.

11.4

11.5

Governing Law . The Notice and these Terms and Conditions shall be governed by and construed in accordance with the laws of the State of Delaware.

11.6

11.7

Conflicts; Amendment . The provisions of the Plan are incorporated in these Terms and Conditions in their entirety. In the event of any conflict between the provisions of these Terms and Conditions and the Notice or the Plan, the provisions of the Notice or the Plan, as the case may be, shall control. The Agreement may be amended at any time by written agreement of the parties hereto.

11.8

11.9

- 4 -

Exhibit 5.1

potsdamer Platz 1
10785 berlin

telephone: +49 30 726 221 0
facsimile: +49 30 726 221 100

www.mofo.com

morrison foerster llp

beijing, berlin, brussels,
denver, hong kong, london,
los angeles, new york,
northern virginia, palo alto,
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Spark Networks SE

Kohlfurter Straße 41/43

10999 Berlin

December 22, 2017

Spark Networks SE – Issuance of up to 117,020 ordinary no par value shares

Ladies and Gentlemen

We have acted as German legal advisers to Spark Networks SE, Munich, a European stock corporation ( Societas Europae ) (the “ Company ”), as to matters of German law in connection with the issuance by the Company of ordinary no par value registered shares of the Company, each representing a notional amount of € 1.00 of the Company’s share capital, (the “ Shares ”) in connection with the Company´s Virtual Stock Option Plan (the “ VSOP ”) and the Spark Networks, Inc. 2007 Omnibus Incentive Plan (the “ 2007 Plan ”). Under the VSOP and the 2007 Plan the Company has assumed certain equity incentive plans from Affinitas GmbH and Spark Networks, Inc. which might be settled through an aggregate of up to 117,020 Shares (that may be delivered in the form of the ADSs representing the right to receive such Shares) which (i) have been created in the capital increase resolved in the shareholders´ meeting on October 25, 2017 under agenda item 3.1 which has been implemented by resolution of the Spark Networks SE administrative board on November 2, 2017 and which (ii) will be created utilizing the authorized capital contained in the Articles of Association of Spark Networks SE in § 4 (3) (the “ Option Shares ”). We have been informed that the Option Shares will be registered with the Securities and Exchange Commission (the “ SEC ”) through a registration statement on Form S-8 (the “ Registration Statement ”).

Morrison & Foerster LLP is a Limited Liability Partnership under the laws of California, registered with the Secretary of State, State of California, Sacramento, California (registration number 45391). The Berlin office is seated at Potsdamer Platz 1, 10785 Berlin. The personal liability of the partners as shareholders of Morrison & Foerster LLP is limited. A list of all partners of Morrison & Foerster LLP is available for inspection at the Berlin office.

The partners of the Berlin office are: Christoph Wagner, Jens-Uwe Hinder, Hanno Timner, Dirk Besse, Jörg Meißner, Andreas Grünwald, Kristina Ehle (International), Angela Kerek (International), Christiane Stützle (International) and Florian Ehrich (International).

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Documents Reviewed

1.	For the purposes of rendering this legal opinion, we have examined the following documents (together, the “ Opinion Documents” )
	*VSOP Opinion Documents*
	(a)	a copy of the Articles of Association ( Satzung ) of the Company in a version certified by the notary public Prof. Dr. Dieter Mayer November 3, 2017;
	(b)	a copy of the minutes of the extraordinary shareholders’ meeting of the Company held on October 25, 2017, setting forth, inter alia , the resolution passed by the shareholders’ meeting authorizing the administrative board ( Verwaltungsrat, “ Administrative Board ”) of the Company to increase in one or more transactions at any time through October 31, 2022, the Company’s share capital up to € 640,000.00 by issuing new shares against cash or non-cash consideration pursuant to sections 202 et seq. of the German Stock Corporation Act ( Aktiengesetz ) (“ Authorized Capital ”);
	(c)	an electronic excerpt from the commercial register at the local court in Munich ( Amtsgericht Hamburg ) relating to the Company, docket no. HRB 232591, dated December 22, 2017 (“ Register Excerpt ”); and
	(d)	any such other documents, declarations, certificates and other papers as we have deemed necessary as a basis for the opinions expressed herein.
	*2007 Plan Opinion Documents*
	(e)	a copy of the Articles of Association ( Satzung ) of the Company in a version certified by the notary public Prof. Dr. Dieter Mayer November 3, 2017;
	(f)	a copy of the minutes of the extraordinary shareholders’ meeting of the Company held on October 25, 2017, setting forth, inter alia , the resolution passed by the shareholders’ meeting to increase the registered share capital up to € 1,317,378.00 by issuing up to 347,517 new shares against non-cash consideration (“ Capital Increase ”) and authorizing the administrative board ( Verwaltungsrat, “ Administrative Board ”) of the Company to implement the resolved Capital Increase;
	(g)	a copy of the resolution passed by the Administrative Board on November 2, 2017, to implement the Capital Increase by issuing 347,005 Shares (the “ Capital Increase Shares ”) to the exclusion of pre-emptive rights of shareholders;
	(h)	a copy of the contribution agreement ( Einbringungsvertrag ) entered into by and among BNP PARIBAS Securities Services S.C.A. (“ BNP PARIBAS ”) and the Company assigning and transferring ownership and legal title of all 100 issued and outstanding shares in Spark Networks, Inc. from BNP PARIBAS to the Company;

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	(i)	a copy of the subscription certificate ( Zeichnungsscheine ) for the subscription of the Capital Increase Shares by BNP PARIBAS dated November 3, 2017;
	(j)	a copy of the global share certificate ( Globalaktie ) representing 347,005 ordinary no par value bearer shares of the Company, each representing a notional amount of € 1.00 of the Company’s share capital; and
	(k)	any such other documents, declarations, certificates and other papers as we have deemed necessary as a basis for the opinions expressed herein.

Assumptions

2.	In considering the Opinion Documents and rendering this opinion we have assumed without further inquiry:
	(a)	the conformity of all copies of documents supplied to us with the relevant originals and the authenticity and completeness of all documents submitted to us whether as originals or as copies;
	(b)	that all signatures on Opinion Documents are genuine signatures of those individuals from whom they purport to stem;
	(c)	that Opinion Documents examined by us in draft form have been or, as the case may be, will be executed in the form of the draft examined by us;
	(d)	that the Register Excerpt is accurate and complete as of its date and that no changes to the facts related therein have occurred between its date and the date hereof;
	(e)	the correctness and completeness of all factual matters expressed in the Opinion Documents;
	(f)	that the validity of the shareholder resolutions referred to under 1(b) and 1(f) above is not affected by any circumstance not apparent from the face of the Opinion Document referred to under 1(b) and 1(f);
	(g)	that with respect to the Option Shares under the VSOP the Administrative Board will pass a valid resolution to increase the stated share capital of the Company by issuing such Option Shares from the Authorized Capital of the Company to the exclusion of pre-emptive rights of shareholders (the “ VSOP Administrative Board Resolution ”);

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	(h)	that the Company will enter into one or more contribution agreements under which ownership of and legal title to the payment claims resulting from exercising the options granted under the VSOP (the “ VSOP Payment Claims ”) is assigned and transferred to the Company (each a “ VSOP Contribution Agreement ”);
	(i)	that each person entering into a VSOP Contribution Agreement with the Company will duly execute, and deliver to the Company, a subscription certificate ( Zeichnungsschein ) for the subscription of such number of Option Shares which corresponds to the VSOP Payment Claims contributed under the respective VSOP Contribution Agreement;
	(j)	that the capital increase regarding the Option Shares under the VSOP as resolved by the VSOP Administrative Board Resolution will be duly registered with the competent commercial register; and
	(k)	that a global share certificate ( Globalaktie ) representing up to 74,682 ordinary no par value registered shares of the Company, each representing a notional amount of € 1.00 of the Company’s share capital will be validly issued.

Laws Considered

The undersigned is admitted to the bar in Berlin, Germany, and licensed as attorney in Germany. This opinion is, therefore, limited to matters of German law as presently in effect (including the law of the European Union). We have not investigated and do not express or imply an opinion with respect to the laws of any other jurisdiction.

Opinion Statement

4.	Based upon and subject to the foregoing and the qualifications set out below, we are of the opinion that the Option Shares when issued in the manner referenced in the Registration Statement, will be legally and validly issued, fully paid and non-assessable.

In this opinion, concepts of German law are addressed in the English language and not in the original German terms, which may differ in their exact legal meaning. This opinion may only be relied upon under the express condition that this opinion and any issues of interpretation arising hereunder are exclusively governed by German law.

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This opinion speaks as of its date only, and we do not assume any obligation to update this opinion or to inform you of any changes to any of the facts or laws of other matters referred to herein. This opinion is rendered solely in connection with the Registration Statement. This opinion may not, without our prior written consent, be disclosed, quoted, referred to in any other matter or context whatsoever, save that this opinion may be used as required by law. However, we consent to the filing of this opinion as an exhibit to the Registration Statement. By giving this consent, we neither claim nor admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933 or the rules and regulations issued thereunder.

	Very truly yours



	Morrison & Foerster LLP

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use of our report dated August 16, 2017, with respect to the consolidated balance sheet of Affinitas GmbH and its subsidiaries, as of January 1, 2015, December 31, 2015 and December 31, 2016, and the related consolidated statements of comprehensive income/loss, shareholder’s equity and cash flows for each of the years in the two-year period ended December 31, 2016, included in the registration statement on Form F-4 (File No. 333-220000), originally filed with the Commission on August 16, 2017 (as amended), incorporated by reference herein, and to the reference to our firm under the heading "Experts" in such registration statement.

/s/ KPMG AG Wirtschaftsprüfungsgesellschaft

Leipzig, Germany

December 22, 2017

Exhibit 23.3

CONSENT OF GRANT THORNTON LLP, INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have issued our report dated March 21, 2017 with respect to the consolidated financial statements of Spark Networks, Inc. contained in the Registration Statement and proxy statement/prospectus of Spark Networks SE (f/k/a Blitz 17-655 SE) on Form F-4 (File No. 333-220000), which is incorporated by reference in this Registration Statement on Form S-8. We consent to the incorporation by reference of the aforementioned report in this Registration Statement on Form S-8.

/s/ Grant Thornton LLP

Los Angeles, California

December 22, 2017

Exhibit 23.4

KPMG Audit

Tour EQHO

2 Avenue Gambetta

CS 60055
92066 Paris La Défense Cedex
France

Téléphone :

Télécopie :

Site internet :

+33 (01) 55 68 68 68

+33 (01) 55 68 73 00

www.kpmg.fr

Consent of Independent Auditor

We consent to the incorporation by reference in the registration statement on Form S-8 of Spark Networks SE to be filed on December 22, 2017 of our report dated August 14, 2017, with respect to the statements of financial position of Samadhi SAS as of September 30, 2016, December 31, 2015 and January 1, 2015 and the related statements of comprehensive income, stockholders’ equity and cash flows for the nine months ended September 30, 2016 and the year ended December 31, 2015, which report appears in the prospectus filed with the U.S. Securities and Exchange Commission by Spark Networks SE on October 19, 2017 pursuant to Rule 424(b) under the Securities Act of 1933 and to the reference to our firm under the heading "Experts" in such prospectus.

Our report dated August 14, 2017 expresses a qualified opinion and includes a Basis for Qualified Opinion paragraph stating that as discussed in Note 1-2) to the financial statements, the financial statements have been prepared to meet the reporting requirements of Rule 3-05 of Regulation S-X for purposes of a filing with the U.S. Securities and Exchange Commission and do not include comparative financial information as required by IAS 1 “Presentation of Financial Statements”.

Paris La Défense, December 22, 2017

KPMG Audit

Division of KPMG S.A.

/s/ Stéphanie Ortega

Stephanie Ortega

Partner

Exhibit 23.5

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use of our report dated August 16, 2017, with respect to the balance sheet of Blitz 17-655 SE, as of March 29, 2017 (date of inception) and June 30, 2017, and the related statements of comprehensive loss, changes in equity and cash flows for the period from March 29, 2017 (date of inception) to June 30, 2017, included in the registration statement on Form F-4 (File No. 333-220000), originally filed with the Commission on August 16, 2017 (as amended), incorporated by reference herein, and to the reference to our firm under the heading "Experts" in such registration statement.

/s/ KPMG AG Wirtschaftsprüfungsgesellschaft

Leipzig, Germany

December 22, 2017