Snap Interactive, Inc (Form: SC 13D, Received: 12/12/2011 16:37:25)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Under the Securities Exchange Act of 1934

SNAP INTERACTIVE, INC.

(Title of Class of Securities)

Greg R. Samuel, Esq.

Haynes and Boone, LLP

2323 Victory Avenue, Suite 700

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note : Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (“Act”), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 83303W109 Page 2 of 7
1. Names of Reporting Persons. Darrell Lerner
2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) £ (b) þ
3. SEC Use Only
4. Source of Funds (See Instructions) PF, OO
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) R
6. Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With	7. Sole Voting Power 3,037,157
	8. Shared Voting Power 0
	9. Sole Dispositive Power 3,037,157
	10. Shared Dispositive Power 0
11. Aggregate Amount Beneficially Owned by Each Reporting Person 3,037,157
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
13. Percent of Class Represented by Amount in Row (11) 7.7%*
14. Type of Reporting Person (See Instructions) IN

*The percentage is calculated based upon 37,721,469 shares of common stock outstanding, as disclosed in the Issuer’s most recent Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 14, 2011, as adjusted to reflect the issuance of 823,157 shares of common stock to the Reporting Person pursuant to the conversion of two convertible notes and the issuance of 900,000 shares of restricted common stock to the Reporting Person pursuant to restricted stock award agreements.

Item 1. Security and Issuer.

This Schedule 13D relates to the shares of common stock, $0.001 par value per share (the “ Common Stock ”), of Snap Interactive, Inc., a Delaware corporation (the “ Issuer ”). The address of the principal executive office of the Issuer is 462 7th Avenue, 4th Floor, New York, New York 10018. The number of shares of Common Stock included in this Schedule 13D has been adjusted to reflect the three-for-one forward stock split (effected as a stock dividend) that occurred on January 14, 2010.

Item 2. Identity and Background.

(a) The name of the person filing this Schedule 13D is Darrell Lerner (the “ Reporting Person ”).

(b) The principal business address of the Reporting Person is 462 7th Avenue, 4th Floor, New York, New York 10018.

(c) The Reporting Person is the record and direct beneficial owner of the shares of Common Stock covered by this statement. The principal occupation of the Reporting Person is serving as Co-Founder of the Issuer.

(d) and (e) During the last five years, the Reporting Person has not been involved with, or convicted in, a criminal proceeding or been a party to a civil proceeding, in either case of the type specified in Items 2(d) or (e) of Schedule 13D, except for as previously disclosed in the Issuer’s Annual Report on Form 10-K for the year ended December 31, 2010, as filed with the Securities and Exchange Commission on March 31, 2011. For more information, please refer to “Item 13. Certain Relationship and Related Transactions, and Director Independence – Previous Legal Proceedings” of the Issuer’s Annual Report on Form 10-K, which is incorporated herein by reference.

(f) The Reporting Person is a United States citizen.

Item 3. Source and Amount of Funds or Other Consideration.

On December 12, 2011, the Issuer issued an aggregate of 823,157 shares of Common Stock to the Reporting Person pursuant to the conversion of the Original Note (as defined below) and the Subsequent Note (as defined below), effective as of November 15, 2011.

On December 29, 2005, $92,648 of stockholder advances from the Reporting Person to the Issuer were converted into an unsecured convertible note payable, due December 31, 2008 (extended to December 31, 2011), and bearing interest at a rate of 6% per annum (the “ Original Note ”). During 2006, the Co-Founder exchanged $7,300 of the Original Note in full payment of a subscription receivable. On March 27, 2007, the Co-Founder converted $50,000 of amounts payable under the Original Note in exchange for 600,000 shares of common stock. At September 30, 2011, the Issuer had a remaining principal balance due of $35,348. Effective as of November 15, 2011, the Reporting Person converted the remaining principal and interest outstanding under the Original Note into shares of the Issuer’s Common Stock at a rate of approximately $0.0833 per share for each $1.00 of debt.

On March 1, 2007, $10,138 of a second stockholder advance from the Reporting Person to the Issuer was converted into an unsecured convertible note payable, due March 1, 2010 (extended to March 1, 2012), and bearing interest at a rate of 6% per annum (the “ Subsequent Note ”). At September 30, 2011, the Issuer had a remaining principal balance due of $10,138. Effective as of November 15, 2011, the Reporting Person converted all principal and interest outstanding under the Subsequent Note into shares of the Issuer’s Common Stock at the rate of $0.10 per share for each $1.00 of debt.

The information contained in Item 6 of Schedule 13D hereto concerning the Reporting Person’s acquisition of securities pursuant to employment arrangements with the Issuer, and each other Item herein containing such information is incorporated by reference in answer or partial answer to this Item.

Item 4. Purpose of Transaction.

Subject to applicable law and regulations, and depending upon certain factors, including without limitation, general market and investment conditions and the financial performance of the Issuer, the Reporting Person may have further discussions and other communications with other shareholders of the Issuer and may take actions that could result in, among other things: (a) the acquisition by the Reporting Person of additional shares of Common Stock or other securities of the Issuer, or the disposition of shares of Common Stock or other securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) changes in the present Board of Directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board of Directors; (e) a material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer’s business or corporate structure; (g) changes in the Issuer’s certificate of incorporation or bylaws or other actions which may impede the acquisition of control of the Issuer by any person; (h) causing any class of the Issuer’s securities to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (j) any action similar to those enumerated above.

The Reporting Person intends to review his investment in the Issuer on a continuing basis. Depending on various factors, including, without limitation, the Issuer’s financial position and strategic direction, the outcome of the discussions and actions referenced above, actions taken by the Board of Directors and management of the Issuer, changes to the composition of the Board of Directors, price levels of the shares of Common Stock, other investment opportunities available to the Reporting Person, conditions in the securities markets and general economic and industry conditions, the Reporting Person may in the future take such actions and/or pursue such options with respect to their investment in the Issuer as the Reporting Person deems appropriate under the circumstances.

Except to the extent that the foregoing may be deemed to be a plan or proposal, the Reporting Person currently does not have any plans or proposals that relate to or would result in any of the actions specified in clause (a) through (j) of Item 4 of Schedule 13D. Depending upon the foregoing factors and to the extent deemed advisable in light of the Reporting Person’s general investment policies, or other factors, the Reporting Person may, at any time and from time to time, formulate other purposes, plans or proposals regarding the Issuer or the shares of Common Stock, or any other actions that could involve one or more of the types of transactions or have one or more of the results described in paragraphs (a) through (j) of Item 4 of Schedule 13D. The foregoing is subject to change at any time, and there can be no assurance that the Reporting Person will take any of the actions set forth above.

The information contained in Item 3 and Item 6 of Schedule 13D hereto and each other Item herein is incorporated by reference in answer or partial answer to this Item.

Item 5. Interest in Securities of the Issuer.

(a) The aggregate number and percentage of the class of securities identified pursuant to Item 1 beneficially owned by the Reporting Person is stated in Items 11 and 13 on the cover page hereto.

(b) Number of shares as to which the Reporting Person has:

(i) sole power to vote or to direct the vote:

See Item 7 on the cover page hereto.

(ii) shared power to vote or to direct the vote:

See Item 8 on the cover page hereto.

(iii) sole power to dispose or to direct the disposition of:

See Item 9 on the cover page hereto.

(iv) shared power to dispose or to direct the disposition of:

See Item 10 on the cover page hereto.

(c) Transactions in the class of securities reported on that were effected during the past sixty days by the Reporting Person are described below.

Transaction Date	Effecting Person(s)	Shares Acquired	Shares Disposed	Price Per Share	Description of Transaction
12/12/2011	Reporting Person	621,380 (1)		$0.0833 (1)	Acquisition from the Issuer
12/12/2011	Reporting Person	201,777 (2)		$0.10 (2)	Acquisition from the Issuer

(1)	The shares were acquired pursuant to the conversion of the Original Note.

(2)	The shares were acquired pursuant to the conversion of the Subsequent Note.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

On December 1, 2007, the Issuer entered into a one-year employment agreement with the Reporting Person, with the initial term of the employment agreement expiring on December 1, 2008. Pursuant to the employment agreement, the Issuer issued 300,000 shares of Common Stock and an option to purchase 3,000,000 shares of Common Stock to the Reporting Person. On January 1, 2010, the Issuer and the Reporting Person amended the employment agreement and agreed to issue 300,000 shares of Common Stock to the Reporting Person in exchange for an option to purchase 3,000,000 shares of Common Stock that was previously issued on December 1, 2007. The shares issued will vest upon the earlier of the third anniversary of the date of grant or upon a change in control of the Issuer due to reorganization, merger, consolidation, or sale, but are currently voteable by the Reporting Person.

In addition, the employment agreement also provided the Reporting Person with annual compensation of $160,000 per year, with annual bonus and salary increases determined by the Issuer. The agreement also calls for the Reporting Person to receive health benefits, monthly membership for a health and fitness facility as well as a complete annual physical. In addition, upon a change in control of the Issuer, the Reporting Person will receive severance payments equal to the remaining amounts due under the employment agreement plus a minimum of two years base compensation, plus any prorated share of incentive compensation and stock options associated with any signing bonus, plus health benefits up to two years and up to $50,000 in job search costs. On October 10, 2008, the Issuer also issued 750,000 shares of Common Stock to the Reporting Person. Beginning February 28, 2009, the employee receives $750 per month as a transportation allowance. As of September 30, 2011, the employment agreement had not been extended, however the employment relationship had continued under the same terms with an annual salary of $190,000, effective February 1, 2011.

In March 2010, the Issuer executed an amendment to the employment agreement that requires it to indemnify the Reporting Person against any action or suit brought against the Reporting Person as a result of performance of job duties. The foregoing description of the employment agreement is qualified in its entirety by reference to the employment agreement filed as Exhibit 99.1 and Exhibit 99.2 hereto, which is incorporated herein by reference.

On October 28, 2011, the Reporting Person acquired an additional 600,000 shares of restricted Common Stock from the Issuer. The shares issued will vest upon the earlier of the tenth anniversary of the date of grant or a change in control of the Issuer, but are currently voteable by the Reporting Person. The foregoing description of the restricted stock award agreement is qualified in its entirety by reference to the restricted stock award agreement filed as Exhibit 99.3 hereto, which is incorporated herein by reference.

Except as otherwise described herein, the Reporting Person does not have any legal or other contract, arrangement, understanding, or relationship with any other person with respect to the shares of Common Stock or any other securities of the Issuer.

Item 7. Material to be Filed as Exhibits.

The following exhibits are filed as exhibits hereto:

Exhibit	Description of Exhibit
99.1	Employment Agreement
99.2	Amendment No. 2 to Employment Agreement
99.3	Restricted Stock Award Agreement

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: December 12, 2011

Exhibit	Description of Exhibit
99.1	Employment Agreement
99.2	Amendment No. 2 to Employment Agreement
99.3	Restricted Stock Award Agreement

EMPLOYMENT AGREEMENT

This Employment Agreement (the “Agreement”) is made as of December 1, 2007, between Snap Interactive, Inc. (“Snap” or “the Company”), a Delaware Corporation at 366 North Broadway Suite 41042, Jericho, NY 11753 . and Darrell Lerner, (“Employee”) c/o Snap Interactive, Inc., 366 North Broadway Suite 41042, Jericho, NY 11753 .

The Company and Employee are desirous of setting forth the terms and conditions of the employment by the Company of the Employee. In consideration of the mutual covenants and agreements contained herein, the parties, intending to be legally bound, do hereby agree as follows:

1.	Title : Employee shall have the title of Co-Founder of Snap. A further more business-related title may be agreed upon at a later date.

Term : Subject to the terms and conditions hereof, the Company agrees to employ Employee and Employee agrees to serve the Company from the date hereof until December 1, 2008. At such time, the term of employment may be automatically extended for an additional three year period on terms no less favorable than those contained in this Employment Agreement; provided, however, that either party may terminate this Agreement at the end of its initial term or any subsequent annual term by giving six (6) months prior written notice of his/its election to do so.

Services to be Rendered by the Employee; Duties and Responsibilities and Span of Authority and Control : Employee agrees to serve the Company as Co-Founder as well as an upper level business-related title to be agreed upon. Employee shall have the duties and privileges customarily associated with an executive occupying such roles, and shall perform all reasonable acts customarily associated with such roles, or necessary and/or desirable to protect and advance the best interests of the Company. Employee will report to the Chief Executive Officer on matters involving policy and long-term strategic issues, specifically such things as the annual budget and strategic plan, preparing or assisting with the preparation of agreements, regulatory and administrative work related to the company’s operation as a publicly traded entity, and major joint venture or merger/acquisition agreements. In such capacity, Employee shall perform such acts and carry out such duties, and shall in all other respects serve the Company faithfully and to the best of his ability.

Compensation : Upon the execution of this Agreement, Employee shall receive 100,000 shares of the Company’s Common Stock, as well as options to purchase one million shares of the Company’s Common Stock at prices of $0.70 and $1.50 (500,000 @ $0.70 and 500,000 @ $1.50). These options shall vest immediately and shall be exercisable by the Employee at any time until December 2012. It is understood that this compensation also reflects the substantial work performed by Employee throughout 2006 and 2007 prior to the implementation of a formal Employment Agreement.

Beginning January 2008, Employee shall receive a salary of no less than $160,000 per annum, subject to the company’s financial standing. Salary increases and/or bonuses at a reasonable and competitive market level will be available as finances permit.

Reimbursement of Expenses : The Company understands that the nature of Employee’s work requires frequent travel away from the office. Accordingly, the Company shall reimburse Employee for any and all reasonable out-of-pocket cash expenses incurred on behalf of the Company. This includes, but is not limited to, reimbursement to such business-related costs as the Employee’s travel, accommodations, automobile leasing or financing, cellular phone and automobile insurance expenses, along with reasonable expenses for gas, oil, tire replacement and repairs. In addition, the Company will also reimburse Employee for all reasonable entertainment and other related expenses wholly, exclusively and necessarily incurred by Employee in the discharge of his duties hereunder, in accordance with the Company’s normal practice. The Company shall provide Employee with an American Express Corporate Card (or similar card) in this regard. The Company will also pay for the cost of Employee’s membership in an accredited health and fitness facility and the cost of a complete annual physical exam for each year employee is employed by the Company.

Time to be Devoted by Employee : Employee agrees to devote his business time, attention and efforts to the business of the Company and to use his best efforts to promote the interests of the Company. Employee shall be permitted to serve on the Board of Directors or Trustees or similar management bodies of other companies or entities that will, in the judgment of the Employee, be of benefit to the Company.

7.	Termination : Employment of the Employee under this Agreement will immediately terminate upon the happening of the following events:

(i) The mutual agreement of the Employee and the Company, as indicated in a writing signed and notarized, by and between the parties.

(ii) The death of the Employee.

(iv) Disability. If, as a result of the Employee’s incapacity due to physical or mental illness, he shall have been absent from his duties and responsibilities under this Agreement for the entire period of one-hundred-eighty (180) consecutive business days or for an aggregate period of two-hundred-ten (210) business days during a consecutive period of two-hundred-seventy (270) business days, the Company may elect to terminate the Employee’s employment.

(iv) The dissolution and liquidation of the Company (other than as part of a reorganization, merger, consolidation or sale of all or substantially all of the assets of the Company in connection with which the business of the Company is continued).

(vi) By the Company for Just Cause. For purposes of this Agreement "Just Cause" shall mean only the following: (i) a final non-appealable conviction of or a plea of guilty or nolo contendere by the Employee to a felony or misdemeanor involving fraud, embezzlement, theft, dishonesty or other criminal conduct against the Company; or (ii) habitual neglect of the Employee 's duties or failure by the Employee to perform or observe any substantial lawful obligation of such employment that is not remedied within thirty (30) days written notice thereof from the Company or its Board of Directors; or (iii) any material breach by the Employee of this Agreement.

(vii) Change in Control. In the event that there is a change in control of the Company as a result of a reorganization, merger, consolidation, or sale of all or substantially all of the assets of the Company, in connection with which the business of the Company is continued, Employee shall have the right to resign his position and be released from his obligations under this Agreement. If Employee elects to exercise that right, the Company shall be obligated to pay the Employee the compensation provided for in Section 14 of this Agreement.

(viii) Resignation. Employee shall have the right to resign from his position with the Company at any time; however, all obligations of the Company to the Employee shall immediately cease as of the effective date of any such resignation.

(ix) If Employee’s employment is terminated other than for Just Cause, as defined in Section 7 (vi), or his death or disability, Employee shall be entitled to severance payments equal to the annual compensation amounts for each of the remaining years of this Agreement due and owing to him under the terms of this Agreement, plus a minimum of two year’s base compensation, plus any prorated share of incentive compensation and stock options associated with any “sign on bonus” or earned under an incentive/performance plan, if any, earned by him. Such calculation is to be made by the Company’s independent auditors and reviewed and approved by the Board of Directors within thirty days of termination. In addition, any stock options to be issued under the incentive stock option plan or otherwise under this Agreement will vest immediately, and the Employee may exercise these options at his discretion, and the Company will provide the financing necessary for the Employee to exercise such options in the form of a non-interest bearing loan. In addition, if Employee’s employment is terminated other than for Just Cause, or his death or disability, the Employee may, at his sole discretion, put all of his shares to the Company, and the Company shall be obliged to purchase such shares for the fair market value at the time such put is exercised by Employee.

Employee Benefit Plans and Vacation : Employee shall be entitled to participate in all formal retirement, insurance, health care and disability plans that are in existence or may be adopted by the Company. Employee shall be entitled to vacation and personal days totaling not more than twenty-six working days in each fiscal year of the Company, such vacation days to be taken at times mutually agreeable to the Company and the Employee

Indemnification : The Company will indemnify and hold harmless Employee with respect to any liability, damage, cost or expense incurred in connection with the defense of any action, suit or proceeding to which he is a party, or threat thereof, by reason of his being or having been an officer or director of the Company or any affiliate of the Company, to the extent permitted by applicable law; provided, however, that this indemnity shall not apply if the Employee is determined by a court of competent jurisdiction to have acted against the interests of the Company with gross negligence, gross misconduct, or gross malfeasance.

10.

Non-Competition : Employee agrees that while in the employ of the Company and, if this Agreement is terminated on account of Employee’s breach hereof, for a period of two years after termination of his employment, Employee will not directly or indirectly, as principal or agent, own, manage, operate, participate in or be employed or otherwise interested in, or connected in any manner with, any person, firm, corporation of other enterprise which is directly competitive, and wholly unaffiliated, with the Company or any of its affiliates. Nothing contained herein shall be construed as denying Employee the right to own securities of any corporation which is listed on a securities exchange, foreign or domestic, or quoted on the NASDAQ System to an extent of an aggregate of 5% of the outstanding share of such securities. In the event that the Company ceases doing business or files for Chapter 7 bankruptcy relief, Employee shall be wholly relieved of his duties of non-disclosure and non-competition with the Company.

11.

Confidentiality : Employee agrees that while he is in the employ of the Company and at all times thereafter, or otherwise in connection with the provisions hereof, he will not directly or indirectly make use of, divulge to any person, firm, corporation or entity or business organization and he shall use his best efforts to prevent the disclosure or publication of any information concerning the business, accounts, finances or the methods of doing business used by the Company, or of the dealings, transactions, or affairs of the Company which have or may have come to the attention and knowledge of Employee during his employment, unless such disclosure is in the best interests of the Company or is required by federal, state or local law or by Court order. Employee shall use his best professional judgment with respect to this sensitive area, giving due weight and consideration to how business affairs are conducted in the publishing and communications industry. The provisions this section shall survive the termination of Employee’s employment.

12.

Non-Interference : Employee agrees that he will not for a period of two years following the termination of his employment, (i) endeavor or attempt, directly of indirectly, to induce any person, firm corporation or enterprise which is competitive with the Company, and which shall have been at any time during his employment by the Company a customer or client of the Company, either to cease dealing with the Company or to deal with any other person, firm, corporation, enterprise or institution or (ii) deal in any way as principal or agent or in any other capacity with any such client or (iii) solicit the employment of any employee of the Company on behalf of any firm, corporation, enterprise or business organization or otherwise interfere with the employment relationship between any employee or offer of the Company and the Company. The provisions of this section shall survive the expiration of this agreement.

13.

Remedies : Upon any material breach of any provision of this Agreement, the Company and or the Employee, as the case may be, shall be entitled, if he/it so elects, to institute and prosecute proceedings at law or in equity to obtain damages with respect to such breach or to enforce the specific performance of this Agreement by the other party or to enjoin the other party from engaging in any activity in violation of any provision of this Agreement. Notwithstanding the foregoing, the Company understands that Employee has made his reputation and living in the publishing industry and nothing herein contained is intended to prevent Employee from working in this industry except that he shall not, for the period contemplated in this Agreement, compete directly with the Company in the area of publications directed at parents of children with disabilities for such period.

14.

Non-Assignability . This Agreement is personal and non-assignable by Employee. It shall extend to, and be binding upon any corporation or other entity, other than an affiliate of the Company, with which the Company shall merge or consolidate or to which the Company shall sell, transfer, assign, lease all, or substantially all of its assets to a third party or a majority of the voting capital stock of the Company is transferred to a third party who currently does not hold a majority of the voting capital stock of the Company (or related party), (a “Change of Control event”). In the event Employee is terminated as a consequence of a Change of Control Event, Employee shall be entitled to receive, in addition to the amount payable under Section 7, (i) the full value of compensation remaining on the Agreement or one year’s base salary whichever is greater; (ii) any portion of any earned incentive/bonus compensation payable in a lump sum within thirty (30) days of termination; (iii) reimbursement of all outstanding expenses including health care, auto, etc.; (iv) upon presentation of reasonable documentation and support for such expenses, up to $50,000.00 in out-placement fees to be used in connection with Employee’s search for new employment and (v) continuation of all Employee benefits up to the time Employee finds new employment or for a period of two years following such termination, whichever first occurs.

15.	Notices : All notices to be given under this Agreement shall be deemed duly given when delivered personally in writing or mailed, certified mail, return receipt requested, postage prepaid, and addressed as follows:

If to be given to the Company:

Snap Interactive, Inc.

Attention: Clifford Lerner

If to be given to the Employee:

16.

Miscellaneous : This Agreement may not be changed or modified, nor can any provision of this Agreement be waived, except by an instrument in writing duly signed by the party to be charged. This Agreement shall be interpreted, governed by and controlled by the internal laws of the State of New Jersey without reference to principles of conflict of laws. This Agreement shall continue in effect in the event of a Change of Control Event as defined above in this Agreement, and in the event of a sale or transfer of any significant assets of the Company, acquisition of the company, or merger with another business or entity.

IN WITNESS WHEREOF , this Agreement has been executed as of the date and year first above written.

	SIGNATURE PAGE
			The “Company”

	Attest:		Snap Interactive, Inc.


			/s/ Clifford Lerner
	Secretary		Name: Clifford Lerner
			Title: President and Chief Executive Officer

			The “Employee”


			/s/ Darrell Lerner
	Witness		Darrell Lerner

AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT

DATED DECEMBER 1, 2007

This agreement shall serve as a second amendment to the Employment Agreement dated December 1, 2007 between Snap Interactive, Inc. (formerly known as Etwine Holdings, Inc.) (“the Company”), a Delaware Corporation at 366 North Broadway, Suite 41042, Jericho, NY 11753, and Darrell Lerner, (“Employee”) c/o Snap Interactive, Inc., 366 North Broadway, Suite 41042, Jericho, NY 11753 (“Employment Agreement”).

IN CONSIDERATION of the mutual covenants contained in this Amendment to the Employment Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Company and the Employee agree that the original terms of the Employment Agreement and all amendments thereto shall continue until such time as a new employment agreement for the Employee is executed. The following shall be the only change to the previous terms of the Employment Agreement:

1. Compensation. Effective January 1, 2010, the Employee shall receive an annual salary of $180,000 to be paid in accordance with the original terms of the Employment Agreement. In addition, the Employee shall receive 300,000 shares of restricted common stock which will vest upon the earlier of three (3) years or in the event that there is a change in control of the Company as a result of a reorganization, merger, consolidation, or sale of all or substantially all of the assets of the Company. Such stock shall be subject to continued employment with the Company at the time of vesting. The Employee shall no longer be entitled to the following stock options which were originally issued pursuant to the Employment Agreement: options to purchase one million shares of the Company's Common Stock at prices of $0.70 and $1.50 (500,000 @ $0.70 and 500,000 @ $1.50) which vested immediately and exercisable by the Employee at any time until December 2012. Such options were issued prior to the 3-1 forward split undertaken by the Company in January 2010 and therefore represented the option to purchase three million shares of the Company's Common Stock on the adjusted prices based on the above. Notwithstanding same in consideration for the issuance of the restricted shares set forth in this Amendment all options are hereby deemed cancelled.

2. Indemnification. To the extent permitted by law, the Company will indemnify and hold the Employee harmless against any liability, damage, cost or expense incurred in connection with the defense of any action, suit or proceeding to which he is a party, or threat thereof, to the extent permitted by applicable law; provided, however, that this indemnity shall not apply if the Employee is determined by a court of competent jurisdiction to have acted against the interests of the Company with gross negligence, gross misconduct, or gross malfeasance.

Promptly after receipt by the Employee under this section of notice of the commencement of any action (including any governmental action), Employee shall, if a claim in respect thereof is to be made against Employee under this section, deliver to the Company a written notice of the commencement thereof and the Employee shall have the right to participate in, and, to the extent the Employee so desires to assume the defense thereof with counsel selected by the Company and approved by the Employee (whose approval shall not be unreasonably withheld); provided, however, that the Employee shall have the right to retain one separate counsel, with the fees and expenses to be paid by the Company, if representation of the Employee by the counsel retained by the Company would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding.

If the indemnification provided for in this section is held by a court of competent jurisdiction to be unavailable to the Employee with respect to any loss, liability, claim, damage, or expense referred to therein, then the Company, in lieu of indemnifying the Employee hereunder, shall contribute to the amount paid or payable by the Employee as a result of such loss, liability, claim, damage, or expense in such proportion as is appropriate to reflect the relative fault of the Company on the one hand and of the Employee party on the other in connection with the statements or omissions that resulted in such loss, liability, claim, damage, or expense as well as any other relevant equitable considerations. The relative fault of the Company and the Employee shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the alleged omission to state a material fact relates to information supplied by the Company or by the Employee and the parties' relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission.

IN WITNESS WHEREOF, this Amendment has been executed as of the date and year first above written.

			The “Company”

Attest:			Snap Interactive, Inc.

/s/ Clifford Lerner			/s/ Clifford Lerner
Secretary			Name: Clifford Lerner
			Title: President and Chief Employee Officer

			The “Employee”

			/s/ Darrell Lerner
Witness			Darrell Lerner

RESTRICTED STOCK AWARD AGREEMENT

SNAP INTERACTIVE, INC.

AMENDED AND RESTATED 2011 LONG-TERM INCENTIVE PLAN

1. Grant of Award . Pursuant to the Snap Interactive, Inc. Amended and Restated 2011 Long-Term Incentive Plan (the “ Plan ”) for Employees, Contractors, and Outside Directors of Snap Interactive, Inc., a Delaware corporation (the “ Company ”),

Darrell Lerner

(the “ Participant ”)

has been granted a Restricted Stock Award in accordance with Section 6.3 of the Plan. The number of restricted shares of Common Stock awarded under this Restricted Stock Award Agreement (this “ Agreement ”) is six hundred thousand (600,000) shares (the “ Awarded Shares ”). The “ Date of Grant ” of this Award is October 28, 2011.

2. Subject to Plan . This Agreement is subject to the terms and conditions of the Plan, and the terms of the Plan shall control to the extent not otherwise inconsistent with the provisions of this Agreement. To the extent the terms of the Plan are inconsistent with the provisions of the Agreement, this Agreement shall control. The capitalized terms used herein that are defined in the Plan shall have the same meanings assigned to them in the Plan. This Agreement is subject to any rules promulgated pursuant to the Plan by the Board or the Committee and communicated to the Participant in writing.

3. Vesting . Except as specifically provided in this Agreement and subject to certain restrictions and conditions set forth in the Plan, the Awarded Shares shall be vested as follows:

One hundred percent (100%) of the total Awarded Shares shall vest on the tenth (10 th ) anniversary of the Date of Grant, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date.

Notwithstanding the foregoing, upon a Change in Control, one hundred percent (100%) of the then unvested Awarded Shares immediately shall vest on the date of the Change in Control.

4. Forfeiture of Awarded Shares . Awarded Shares that are not vested in accordance with Section 3 shall be forfeited on the date of the Participant’s Termination of Service. Upon forfeiture, all of the Participant’s rights with respect to the forfeited Awarded Shares shall cease and terminate, without any further obligations on the part of the Company.

5. Restrictions on Awarded Shares . Subject to the provisions of the Plan and the terms of this Agreement, from the Date of Grant until the date the Awarded Shares are vested in accordance with Section 3 and are no longer subject to forfeiture in accordance with Section 4 (the “ Restriction Period ”), the Participant shall not be permitted to sell, transfer, pledge, hypothecate, margin, assign or otherwise encumber any of the Awarded Shares. Except for these limitations, the Committee may in its sole discretion, remove any or all of the restrictions on such Awarded Shares whenever it may determine that, by reason of changes in applicable laws or changes in circumstances after the date of this Agreement, such action is appropriate.

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6. Legend . The following legend shall be placed on all certificates issued representing Awarded Shares:

On the face of the certificate:

“Transfer of this stock is restricted in accordance with conditions printed on the reverse of this certificate.”

On the reverse:

“The shares of stock evidenced by this certificate are subject to and transferable only in accordance with that certain Snap Interactive, Inc. Amended and Restated 2011 Long-Term Incentive Plan, a copy of which is on file at the principal office of the Company in New York, New York and that certain Restricted Stock Award Agreement dated as of October 28, 2011, by and between the Company and Darrell Lerner. No transfer or pledge of the shares evidenced hereby may be made except in accordance with and subject to the provisions of said Plan and Agreement. By acceptance of this certificate, any holder, transferee or pledgee hereof agrees to be bound by all of the provisions of said Plan and Agreement.”

The following legend shall be inserted on a certificate evidencing Common Stock issued under the Plan if the shares were not issued in a transaction registered under the applicable federal and state securities laws:

“Shares of stock represented by this certificate have been acquired by the holder for investment and not for resale, transfer or distribution, have been issued pursuant to exemptions from the registration requirements of applicable state and federal securities laws, and may not be offered for sale, sold or transferred other than pursuant to effective registration under such laws, or in transactions otherwise in compliance with such laws, and upon evidence satisfactory to the Company of compliance with such laws, as to which the Company may rely upon an opinion of counsel satisfactory to the Company.”

All Awarded Shares owned by the Participant shall be subject to the terms of this Agreement and shall be represented by a certificate or certificates bearing the foregoing legend.

7. Delivery of Certificates . Certificates for Awarded Shares free of restriction under this Agreement shall be delivered to the Participant promptly after, and only after, the Restriction Period has expired without forfeiture pursuant to Section 4 . In connection with the issuance of a certificate for Restricted Stock, the Participant shall endorse such certificate in blank or execute a stock power in a form satisfactory to the Company in blank and deliver such certificate and executed stock power to the Company.

8. Rights of a Stockholder . Except as provided in Section 4 and Section 5 above, the Participant shall have, with respect to the Awarded Shares, all of the rights of a stockholder of the Company, including the right to vote the shares, and the right to receive any dividends thereon.

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9. Voting . The Participant, as record holder of the Awarded Shares, has the exclusive right to vote, or consent with respect to, such Awarded Shares until such time as the Awarded Shares are transferred in accordance with this Agreement; provided , however , that this Section 9 shall not create any voting right where the holders of such Awarded Shares otherwise have no such right.

10. Adjustment to Number of Awarded Shares . The number of Awarded Shares shall be subject to adjustment in accordance with Articles 11-13 of the Plan.

11. Specific Performance . The parties acknowledge that remedies at law will be inadequate remedies for breach of this Agreement and consequently agree that this Agreement shall be enforceable by specific performance. The remedy of specific performance shall be cumulative of all of the rights and remedies at law or in equity of the parties under this Agreement.

12. Participant’s Representations . Notwithstanding any of the provisions hereof, the Participant hereby agrees that he will not acquire any Awarded Shares, and that the Company will not be obligated to issue any Awarded Shares to the Participant hereunder, if the issuance of such shares shall constitute a violation by the Participant or the Company of any provision of any law or regulation of any governmental authority. Any determination in this connection by the Company shall be final, binding, and conclusive. The rights and obligations of the Company and the rights and obligations of the Participant are subject to all applicable laws, rules, and regulations.

13. Investment Representation . Unless the Awarded Shares are issued in a transaction registered under applicable federal, provision, and state securities laws, by his execution hereof, the Participant represents and warrants to the Company that all Common Stock which may be purchased and or received hereunder will be acquired by the Participant for investment purposes for his own account and not with any intent for resale or distribution in violation of federal, or state securities laws. Unless the Common Stock is issued to him in a transaction registered under the applicable federal and state securities laws, all certificates issued with respect to the Common Stock shall bear an appropriate restrictive investment legend and shall be held indefinitely, unless they are subsequently registered under the applicable federal and state securities laws or the Participant obtains an opinion of counsel, in form and substance satisfactory to the Company and its counsel, that such registration is not required.

14. Participant’s Acknowledgments . The Participant acknowledges that a copy of the Plan has been made available for his review by the Company, and represents that he is familiar with the terms and provisions thereof, and hereby accepts this Award subject to all the terms and provisions thereof. The Participant hereby agrees to accept as binding, conclusive, and final all decisions or interpretations of the Committee or the Board, as appropriate, upon any questions arising under the Plan or this Agreement.

15. Law Governing . This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Delaware (excluding any conflict of laws rule or principle of Delaware law that might refer the governance, construction, or interpretation of this Agreement to the laws of another state).

16. No Right to Continue Service or Employment . Nothing herein shall be construed to confer upon the Participant the right to continue in the employ or to provide services to the Company or any Subsidiary, whether as an Employee or as a Contractor or as an Outside Director, or interfere with or restrict in any way the right of the Company or any Subsidiary to discharge the Participant as an Employee, Contractor, or Outside Director at any time.

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17. Legal Construction. In the event that any one or more of the terms, provisions, or agreements that are contained in this Agreement shall be held by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect for any reason, the invalid, illegal, or unenforceable term, provision, or agreement shall not affect any other term, provision, or agreement that is contained in this Agreement and this Agreement shall be construed in all respects as if the invalid, illegal, or unenforceable term, provision, or agreement had never been contained herein.

18. Covenants and Agreements as Independent Agreements . Each of the covenants and agreements that are set forth in this Agreement shall be construed as a covenant and agreement independent of any other provision of this Agreement. The existence of any claim or cause of action of the Participant against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of the covenants and agreements that are set forth in this Agreement.

19. Entire Agreement . This Agreement together with the Plan supersede any and all other prior understandings and agreements, either oral or in writing, between the parties with respect to the subject matter hereof and constitute the sole and only agreements between the parties with respect to the said subject matter. All prior negotiations and agreements between the parties with respect to the subject matter hereof are merged into this Agreement. Each party to this Agreement acknowledges that no representations, inducements, promises, or agreements, orally or otherwise, have been made by any party or by anyone acting on behalf of any party, which are not embodied in this Agreement or the Plan and that any agreement, statement or promise that is not contained in this Agreement or the Plan shall not be valid or binding or of any force or effect.

20. Parties Bound . The terms, provisions, and agreements that are contained in this Agreement shall apply to, be binding upon, and inure to the benefit of the parties and their respective heirs, executors, administrators, legal representatives, and permitted successors and assigns, subject to the limitation on assignment expressly set forth herein. No person shall be permitted to acquire any Awarded Shares without first executing and delivering an agreement in the form satisfactory to the Company making such person or entity subject to the restrictions on transfer contained herein.

21. Modification . No change or modification of this Agreement shall be valid or binding upon the parties unless the change or modification is in writing and signed by the parties. Notwithstanding the preceding sentence, the Company may amend the Plan to the extent permitted by the Plan.

22. Headings . The headings that are used in this Agreement are used for reference and convenience purposes only and do not constitute substantive matters to be considered in construing the terms and provisions of this Agreement.

23. Gender and Number . Words of any gender used in this Agreement shall be held and construed to include any other gender, and words in the singular number shall be held to include the plural, and vice versa, unless the context requires otherwise.

24. Notice . Any notice required or permitted to be delivered hereunder shall be deemed to be delivered only when actually received by the Company or by the Participant, as the case may be, at the addresses set forth below, or at such other addresses as they have theretofore specified by written notice delivered in accordance herewith:

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a. Notice to the Company shall be addressed and delivered as follows:

Snap Interactive, Inc.

462 7th Avenue, 4th Floor

New York, NY 10018

Attn:

Fax:

b. Notice to the Participant shall be addressed and delivered as set forth on the signature page.

25. Tax Requirements . The Participant is hereby advised to consult immediately with his or her own tax advisor regarding the tax consequences of this Agreement , the method and timing for filing an election to include this Agreement in income under Section 83(b) of the Code, and the tax consequences of such election. By execution of this Agreement, the Participant agrees that if the Participant makes such an election, the Participant shall provide the Company with written notice of such election in accordance with the regulations promulgated under Section 83(b) of the Code. The Company or, if applicable, any Subsidiary (for purposes of this Section 25 , the term “ Company ” shall be deemed to include any applicable Subsidiary), shall have the right to deduct from all amounts paid in cash or other form in connection with the Plan, any federal, state, local, or other taxes required by law to be withheld in connection with this Award. The Company may, in its sole discretion, also require the Participant receiving shares of Common Stock issued under the Plan to pay the Company the amount of any taxes that the Company is required to withhold in connection with the Participant’s income arising with respect to this Award. Such payments shall be required to be made when requested by Company and may be required to be made prior to the delivery of any certificate representing shares of Common Stock. Such payment may be made (i) by the delivery of cash to the Company in an amount that equals or exceeds (to avoid the issuance of fractional shares under (iii) below) the required tax withholding obligations of the Company; (ii) if the Company, in its sole discretion, so consents in writing, the actual delivery by the Participant to the Company of shares of Common Stock, other than (A) Restricted Stock, or (B) Common Stock that the Participant has acquired from the Company within six (6) months prior thereto, which shares so delivered have an aggregate Fair Market Value that equals or exceeds (to avoid the issuance of fractional shares under (iii) below) the required tax withholding payment; (iii) if the Company, in its sole discretion, so consents in writing, the Company’s withholding of a number of shares to be delivered upon the vesting of this Award, which shares so withheld have an aggregate Fair Market Value that equals (but does not exceed) the required tax withholding payment; or (iv) any combination of (i), (ii), or (iii). The Company may, in its sole discretion, withhold any such taxes from any other cash remuneration otherwise paid by the Company to the Participant.

* * * * * * * *

[ Remainder of Page Intentionally Left Blank.

Signature Page Follows ]

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IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized officer, and the Participant, to evidence his or her consent and approval of all the terms hereof, has duly executed this Agreement, as of the date specified in Section 1 hereof.

	COMPANY: Snap Interactive, Inc.

	By:	/s/ Clifford Lerner
	Name:	Clifford Lerner
	Title:	Chief Executive Officer

	PARTICIPANT:

	/s/ Darrell Lerner
	Signature

	Name:	Darrell Lerner
	Title:	141 Great Neck Rd., Apt. 214
		Great Neck, NY 11021

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