CUR MEDIA, INC. (Form: 8-K, Received: 02/03/2014 17:14:06)

SPLIT-OFF AGREEMENT

This SPLIT-OFF AGREEMENT , dated as of January 28, 2014 (this “Agreement”), is entered into by and among Duane Street Corp., a Delaware corporation (“Seller”), Duane Street Split Corp., a Delaware corporation (“Split-Off Subsidiary”), and Peretz Yehuda Aisenstark and Yair Shofel (singly and collectively, “Buyer”).

R E C I T A L S:

WHEREAS , Seller is the owner of all of the issued and outstanding capital stock of Split-Off Subsidiary; Split-Off Subsidiary is a wholly-owned subsidiary of Seller which will acquire the business assets and liabilities previously held by Seller; and Seller has no other businesses or operations prior to the Contribution (as defined herein);

WHEREAS , in conjunction with the consummation of the transactions contemplated pursuant to this Agreement, Seller, Raditaz, LLC, a Connecticut limited liability company (“Raditaz”), and the members of Raditaz (the “LLC Members”), will consummate the transactions contemplated pursuant to a Contribution Agreement (the “Contribution Agreement”) pursuant to which the LLC Members will contribute their Raditaz membership interests to Seller (the “Contribution”), making Raditaz a wholly owned subsidiary of Seller; and the LLC Members will receive securities of Seller;

WHEREAS , the execution and delivery of this Agreement is required by Raditaz as a condition to its execution of the Contribution Agreement and the consummation of the assignment, assumption, purchase and sale transactions contemplated by this Agreement is also a condition to the completion of the Contribution pursuant to the Contribution Agreement, and Seller has represented to Raditaz in the Contribution Agreement that the transactions contemplated by this Agreement will be consummated in conjunction with the closing of the Contribution, and Raditaz relied on such representation in entering into the Contribution Agreement;

WHEREAS , Buyer desires to purchase the Shares (as defined in Section 2.1 ) from Seller, and to assume, as between Seller and Buyer, all responsibility for any debts, obligations and liabilities of Seller and Split-Off Subsidiary, on the terms and subject to the conditions specified in this Agreement; and

WHEREAS , Seller desires to sell and transfer the Shares to Buyer, on the terms and subject to the conditions specified in this Agreement;

NOW, THEREFORE , in consideration of the premises and the covenants, promises and agreements herein set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending legally to be bound, agree as follows:

I. ASSIGNMENT AND ASSUMPTION OF SELLER’S ASSETS AND LIABILITIES .

Subject to the terms and conditions provided below:

1.1 Assignment of Assets. Seller hereby contributes, assigns, conveys and transfers to Split-Off Subsidiary, and Split-Off Subsidiary hereby receives, acquires and accepts, all assets and properties of Seller existing immediately prior to the Closing, including but not limited to the following:

(a) all pre-Contribution cash and cash equivalents;

(b) all pre-Contribution accounts receivable;

(d) all of Seller’s pre-Contribution rights, title and interests in, to and under all contracts, agreements, leases, licenses (including software licenses), supply agreements, consulting agreements, commitments, purchase orders, customer orders and work orders, and including all of Seller’s rights thereunder to use and possess equipment provided by third parties, and all representations, warranties, covenants and guarantees related to the foregoing (provided that to the extent any of the foregoing or any claim or right or benefit arising thereunder or resulting therefrom is not assignable by its terms, or the assignment thereof shall require the consent or approval of another party thereto, this Agreement shall not constitute an assignment thereof if an attempted assignment would be in violation of the terms thereof or if such consent is not obtained prior to the Closing, and in lieu thereof Seller shall reasonably cooperate with Split-Off Subsidiary in any reasonable arrangement designed to provide Split-Off Subsidiary the benefits thereunder or any claim or right arising thereunder);

(e) all pre-Contribution intellectual property, including but not limited to issued patents, patent applications (whether or not patents are issued thereon and whether modified, withdrawn or resubmitted), unpatented inventions, product designs, copyrights (whether registered or unregistered), know-how, technology, trade secrets, technical information, notebooks, drawings, software, computer coding (both object and source) and all documentation, manuals and drawings related thereto, trademarks or service marks and applications therefor, unregistered trademarks or service marks, trade names, logos and icons and all rights to sue or recover for the infringement or misappropriation thereof;

(f) all pre-Contribution fixed assets, including but not limited to the machinery, equipment, furniture, vehicles, office equipment and other tangible personal property owned or leased by Seller;

(g) all pre-Contribution customer lists, business records, customer records and files, customer financial records, and all other files and information related to customers, all customer proposals, all open service agreements with customers and all uncompleted customer contracts and agreements;

(h) to the extent legally assignable, all pre-Contribution licenses, permits, certificates, approvals and authorizations issued by Governmental Entities and necessary to own, lease or operate the assets and properties of Seller and to conduct Seller’s business as it is presently conducted; and

(i) all pre-Contribution real property or interests therein.

all of the foregoing being referred to herein as the “Assigned Assets.”

1.2 Assignment and Assumption of Liabilities . Seller hereby assigns to Split-Off Subsidiary, and Split-Off Subsidiary hereby assumes and agrees to pay, honor and discharge all debts, adverse claims, liabilities, judgments and obligations of Seller existing as of the Closing, whether accrued, contingent or otherwise and whether known or unknown, including those arising under any law (including the common law) or any rule or regulation of any Governmental Entity or imposed by any court or any arbitrator in a binding arbitration resulting from, arising out of or relating to the assets, activities, financings, offerings, operations, actions or omissions of Seller, or products manufactured or sold thereby or services provided thereby, or under contracts, agreements (whether written or oral), leases, commitments or undertakings thereof, but excluding in all cases the obligations of Seller under the Transaction Documentation (as defined in the Contribution Agreement). All of the foregoing being referred to herein as the “Assigned Liabilities”.

The assignment and assumption of Seller’s assets and liabilities provided for in this Article I is referred to as the “Assignment.”

II. PURCHASE AND SALE OF STOCK .

2.1 Purchased Shares . Subject to the terms and conditions provided below, Seller shall sell and transfer to Buyer and Buyer shall purchase from Seller, on the Closing Date (as defined in Section 3.1 ), all of the issued and outstanding shares of capital stock of Split-Off Subsidiary (the “Shares”).

2.2 Purchase Price . The purchase price for the Shares shall be the transfer and delivery by Buyer to Seller of the type and number of shares of common stock and other securities of Seller that Buyer owns (the “Purchase Price Securities”), as set forth in Exhibit A attached hereto, deliverable as provided in Section 3.3 .

III. CLOSING .

3.1 Closing . The closing of the transactions contemplated in this Agreement (the “Closing”) shall take place as soon as practicable following the execution of this Agreement; provided, however, that the Closing must occur in conjunction with the closing of the Contribution. The date on which the Closing occurs shall be referred to herein as the “Closing Date.”

3.2 Transfer of Shares . At the Closing, Seller shall deliver to Buyer certificates representing the Shares purchased by Buyer, duly endorsed to Buyer or as directed by Buyer, which delivery shall vest Buyer with good and marketable title to such Shares, free and clear of all liens, encumbrances and adverse claims or interests.

3.3 Payment of Purchase Price . At the Closing, Buyer shall deliver to Seller a certificate or certificates representing Buyer’s Purchase Price Securities duly endorsed to Seller, together with a Stock Power with Signature Guaranteed, which delivery shall vest Seller with good and marketable title to the Purchase Price Securities, free and clear of all liens, encumbrances and adverse claims or interests.

3.4 Transfer of Records . On or before the Closing, Seller shall transfer to Split-Off Subsidiary all existing corporate books and records in Seller’s possession relating to Split-Off Subsidiary and its business, including but not limited to all agreements, litigation files, real estate files, personnel files and filings with governmental agencies; provided , however , when any such documents relate to both Seller and Split-Off Subsidiary, only copies of such documents need be furnished. On or before the Closing, Buyer and Split-Off Subsidiary shall transfer to Seller all existing corporate books and records in the possession of Buyer or Split-Off Subsidiary relating to Seller, including but not limited to all corporate minute books, stock ledgers, certificates and corporate seals of Seller and all agreements, litigation files, real property files, personnel files and filings with governmental agencies; provided , however , when any such documents relate to both Seller and Split-Off Subsidiary or its business, only copies of such documents need be furnished.

3.5 Instruments of Assignment . At the Closing, Seller and Split-Off Subsidiary shall deliver to each other such instruments providing for the Assignment as the other may reasonably request (the “Instruments of Assignment”).

IV. BUYER’S REPRESENTATIONS AND WARRANTIES . Buyer represents and warrants that:

4.1 Capacity and Enforceability . Buyer has the legal capacity to execute and deliver this Agreement and the documents to be executed and delivered by Buyer at the Closing pursuant to the transactions contemplated hereby. This Agreement and all such documents constitute valid and binding agreements of Buyer, enforceable in accordance with their terms.

4.2 Compliance . Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby by Buyer will result in the breach of any term or provision of, or constitute a default under, or violate any agreement, indenture, instrument, order, law or regulation to which Buyer is a party or by which Buyer is bound.

4.3 Purchase for Investment . Buyer is financially able to bear the economic risks of acquiring the Shares and the other transactions contemplated hereby, and has no need for liquidity in their investment in the Shares. Buyer has such knowledge and experience in financial and business matters in general, and with respect to businesses of a nature similar to the business of Split-Off Subsidiary (after giving effect to the Assignment), so as to be capable of evaluating the merits and risks of, and making an informed business decision with regard to, the acquisition of the Shares and the other transactions contemplated hereby. Buyer is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act. Buyer is acquiring the Shares solely for his own account and not with a view to or for resale in connection with any distribution or public offering thereof, within the meaning of any applicable securities laws and regulations, unless such distribution or offering is registered under the Securities Act of 1933, as amended (the “Securities Act”), or an exemption from such registration is available. Buyer has (i) received all the information he has deemed necessary to make an informed decision with respect to the acquisition of the Shares and the other transactions contemplated hereby; (ii) had an opportunity to make such investigation as they have desired pertaining to Split-Off Subsidiary (after giving effect to the Assignment) and the acquisition of an interest therein and the other transactions contemplated hereby, and to verify the information which is, and has been, made available to him; and (iii) had the opportunity to ask questions of Seller concerning Split-Off Subsidiary (after giving effect to the Assignment). Buyer acknowledges that due to their affiliation with Seller and Split-Off Subsidiary that they have actual knowledge of the business, operations and financial affairs of Split-Off Subsidiary (after giving effect to the Assignment). Buyer has received no public solicitation or advertisement with respect to the offer or sale of the Shares. Buyer realizes that the Shares are “restricted securities” as that term is defined in Rule 144 promulgated by the Securities and Exchange Commission under the Securities Act, the resale of the Shares is restricted by federal and state securities laws and, accordingly, the Shares must be held indefinitely unless their resale is subsequently registered under the Securities Act or an exemption from such registration is available for their resale. Buyer understands that any resale of the Shares by him must be registered under the Securities Act (and any applicable state securities law) or be effected in circumstances that, in the opinion of counsel for Split-Off Subsidiary at the time, create an exemption or otherwise do not require registration under the Securities Act (or applicable state securities laws). Buyer acknowledges and consents that certificates now or hereafter issued for the Shares will bear a legend substantially as follows:

THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS (THE “STATE ACTS”), HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND QUALIFICATION UNDER THE STATE ACTS OR PURSUANT TO EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS (INCLUDING, IN THE CASE OF THE SECURITIES ACT, THE EXEMPTIONS AFFORDED BY SECTION 4(1) OF THE SECURITIES ACT AND RULE 144 THEREUNDER). AS A PRECONDITION TO ANY SUCH TRANSFER, THE ISSUER OF THESE SECURITIES SHALL BE FURNISHED WITH AN OPINION OF COUNSEL OPINING AS TO THE AVAILABILITY OF EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION AND/OR SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY THERETO THAT ANY SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES LAWS.

Buyer understands that the Shares are being sold to him pursuant to the exemption from registration contained in Section 4(1) of the Securities Act and that Seller is relying upon the representations made herein as one of the bases for claiming the Section 4(1) exemption.

4.4 Liabilities . Following the Closing, Seller will have no liability for any debts, liabilities or obligations of Split-Off Subsidiary or its business or activities, and there are no outstanding guaranties, performance or payment bonds, letters of credit or other contingent contractual obligations that have been undertaken by Seller directly or indirectly in relation to Split-Off Subsidiary or its business and that may survive the Closing.

4.5 Title to Purchase Price Securities . Buyer is the sole record and beneficial owner of the Purchase Price Securities. At Closing, Buyer will have good and marketable title to the Purchase Price Securities, which Purchase Price Securities are, and at the Closing will be, free and clear of all options, warrants, pledges, claims, interests, liens and encumbrances, and any restrictions or limitations prohibiting or restricting transfer to Seller, except for restrictions on transfer as contemplated by applicable securities laws.

V. SELLER’S AND SUBSIDIARY’S REPRESENTATIONS AND WARRANTIES . Seller and Split-Off Subsidiary, jointly and severally, represent and warrant to Buyer that:

5.1 Organization and Good Standing . Each of Seller and Split-Off Subsidiary is a corporation duly incorporated, validly existing, and in good standing under the laws of their respective states of incorporation.

5.2 Authority and Enforceability . The execution and delivery of this Agreement and the documents to be executed and delivered at the Closing pursuant to the transactions contemplated hereby, and performance in accordance with the terms hereof and thereof, have been duly authorized by Seller and all such documents constitute valid and binding agreements of Seller enforceable in accordance with their terms.

5.3 Title to Shares . Seller is the sole record and beneficial owner of the Shares. At Closing, Seller will have good and marketable title to the Shares, which Shares are, and at the Closing will be, free and clear of all options, warrants, pledges, claims, liens and encumbrances, and any restrictions or limitations prohibiting or restricting transfer to Buyer, except for restrictions on transfer as contemplated by Section 4.3 above. The Shares constitute all of the issued and outstanding shares of capital stock of Split-Off Subsidiary.

5.4 WARN Act . Split-Off Subsidiary does not have a sufficient number of employees to make it subject to the Worker Adjustment and Retraining Notification Act.

5.5 Representations in Contribution Agreement . Split-Off Subsidiary represents and warrants that all of the representations and warranties by Seller, insofar as they relate to Split-Off Subsidiary, contained in the Contribution Agreement are true and correct.

VI. OBLIGATIONS OF BUYER PENDING CLOSING . Buyer covenants and agrees that between the date hereof and the Closing:

6.1 Not Impair Performance . Buyer shall not take any intentional action that would cause the conditions upon the obligations of the parties hereto to effect the transactions contemplated hereby not to be fulfilled, including, without limitation, taking or causing to be taken any action that would cause the representations and warranties made by any party herein not to be true, correct and accurate as of the Closing, or in any way impairing the ability of Seller to satisfy its obligations as provided in Article VII .

6.2 Assist Performance . Buyer shall exercise his reasonable best efforts to cause to be fulfilled those conditions precedent to Seller’s obligations to consummate the transactions contemplated hereby which are dependent upon actions of Buyer and to make and/or obtain any necessary filings and consents in order to consummate the sale transaction contemplated by this Agreement.

6.3 Business as Usual . Buyer shall not take or omit to take any action that results in Seller incurring any liability or obligation prior to or in connection with the Closing.

VII. OBLIGATIONS OF SELLER PENDING CLOSING . Seller covenants and agrees that between the date hereof and the Closing:

7.1 Business as Usual . Split-Off Subsidiary shall operate and Seller shall cause Split-Off Subsidiary to operate in accordance with past practices and shall use best efforts to preserve its goodwill and the goodwill of its employees, customers and others having business dealings with Split-Off Subsidiary. Without limiting the generality of the foregoing, from the date of this Agreement until the Closing Date, Split-Off Subsidiary shall preserve and maintain Split-Off Subsidiary’s assets in their current operating condition and repair, ordinary wear and tear excepted. From the date of this Agreement until the Closing Date, Split-Off Subsidiary shall not (i) amend, terminate or surrender any material franchise, license, contract or real property interest, or (ii) sell or dispose of any of its assets except in the ordinary course of business.

7.2 Not Impair Performance . Seller shall not take any intentional action that would cause the conditions upon the obligations of the parties hereto to effect the transactions contemplated hereby not to be fulfilled, including, without limitation, taking or causing to be taken any action which would cause the representations and warranties made by any party herein not to be materially true, correct and accurate as of the Closing, or in any way impairing the ability of Buyer to satisfy her obligations as provided in Article VI .

7.3 Assist Performance . Seller shall exercise its reasonable best efforts to cause to be fulfilled those conditions precedent to Buyer’s obligations to consummate the transactions contemplated hereby which are dependent upon the actions of Seller and to work with Buyer to make and/or obtain any necessary filings and consents. Seller shall cause Split-Off Subsidiary to comply with its obligations under this Agreement.

VIII. SELLER’S AND SPLIT-OFF SUBSIDIARY’S CONDITIONS PRECEDENT TO CLOSING . The obligations of Seller and Split-Off Subsidiary to close the transactions contemplated by this Agreement are subject to the satisfaction at or prior to the Closing of each of the following conditions precedent (any or all of which may be waived by Seller and Raditaz in writing):

8.1 Representations and Warranties; Performance . All representations and warranties of Buyer contained in this Agreement shall have been true and correct, in all material respects, when made and shall be true and correct, in all material respects, at and as of the Closing, with the same effect as though such representations and warranties were made at and as of the Closing. Buyer shall have performed and complied with all covenants and agreements and satisfied all conditions, in all material respects, required by this Agreement to be performed or complied with or satisfied by Buyer at or prior to the Closing.

8.2 Additional Documents . Buyer shall deliver or cause to be delivered such additional documents as may be necessary in connection with the consummation of the transactions contemplated by this Agreement and the performance of their obligations hereunder.

8.3 Release by Split-Off Subsidiary . At the Closing, Split-Off Subsidiary shall execute and deliver to Seller a general release which in substance and effect releases Seller and Raditaz from any and all liabilities and obligations that Seller and Raditaz may owe to Split-Off Subsidiary in any capacity, and from any and all claims that Split-Off Subsidiary may have against Seller, Raditaz or their respective managers, members, officers, directors, stockholders, employees and agents (other than those arising pursuant to this Agreement or any document delivered in connection with this Agreement).

IX. BUYER’S CONDITIONS PRECEDENT TO CLOSING . The obligation of Buyer to close the transactions contemplated by this Agreement is subject to the satisfaction at or prior to the Closing of each of the following conditions precedent (any and all of which may be waived by Buyer in writing):

9.1 Representations and Warranties; Performance . All representations and warranties of Seller and Split-Off Subsidiary contained in this Agreement shall have been true and correct, in all material respects, when made and shall be true and correct, in all material respects, at and as of the Closing with the same effect as though such representations and warranties were made at and as of the Closing. Seller and Split-Off Subsidiary shall have performed and complied with all covenants and agreements and satisfied all conditions, in all material respects, required by this Agreement to be performed or complied with or satisfied by them at or prior to the Closing.

X. OTHER AGREEMENTS .

10.1 Expenses . Each party hereto shall bear its expenses separately incurred in connection with this Agreement and with the performance of its obligations hereunder.

10.2 Confidentiality . Buyer shall not make any public announcements concerning this transaction without the prior written agreement of Raditaz, other than as may be required by applicable law or judicial process. If for any reason the transactions contemplated hereby are not consummated, then Buyer shall return any information received by Buyer from Seller or Split-Off Subsidiary, and Buyer shall cause all confidential information obtained by Buyer concerning Split-Off Subsidiary and its business to be treated as such.

10.3 Brokers’ Fees . In connection with the transaction specifically contemplated by this Agreement, no party to this Agreement has employed the services of a broker and each agrees to indemnify the other against all claims of any third parties for fees and commissions of any brokers claiming a fee or commission related to the transactions contemplated hereby.

10.4 Access to Information Post-Closing; Cooperation .

(a) Following the Closing, Buyer and Split-Off Subsidiary shall afford to Seller and its authorized accountants, counsel and other designated representatives, reasonable access (and including using reasonable efforts to give access to persons or firms possessing information) and duplicating rights during normal business hours to allow records, books, contracts, instruments, computer data and other data and information (collectively, “Information”) within the possession or control of Buyer or Split-Off Subsidiary insofar as such access is reasonably required by Seller. Information may be requested under this Section 10.4(a) for, without limitation, audit, accounting, claims, litigation and tax purposes, as well as for purposes of fulfilling disclosure and reporting obligations and performing this Agreement and the transactions contemplated hereby. No files, books or records of Split-Off Subsidiary existing at the Closing Date shall be destroyed by Buyer or Split-Off Subsidiary after Closing but prior to the expiration of any period during which such files, books or records are required to be maintained and preserved by applicable law without giving Seller at least 30 days’ prior written notice, during which time Seller shall have the right to examine and to remove any such files, books and records prior to their destruction.

(b) Following the Closing, Seller shall afford to Split-Off Subsidiary and its authorized accountants, counsel and other designated representatives reasonable access (including using reasonable efforts to give access to persons or firms possessing information) duplicating rights during normal business hours to Information within Seller’s possession or control relating to the business of Split-Off Subsidiary. Information may be requested under this Section 10.4(b) for, without limitation, audit, accounting, claims, litigation and tax purposes as well as for purposes of fulfilling disclosure and reporting obligations and for performing this Agreement and the transactions contemplated hereby. No files, books or records of Split-Off Subsidiary existing at the Closing Date shall be destroyed by Seller after Closing but prior to the expiration of any period during which such files, books or records are required to be maintained and preserved by applicable law without giving Buyer at least 30 days prior written notice, during which time Buyer shall have the right to examine and to remove any such files, books and records prior to their destruction.

(c) At all times following the Closing, Seller, Buyer and Split-Off Subsidiary shall use their reasonable efforts to make available to the other party on written request, the current and former officers, directors, employees and agents of Seller or Split-Off Subsidiary for any of the purposes set forth in Section 10.4(a) or (b) above or as witnesses to the extent that such persons may reasonably be required in connection with any legal, administrative or other proceedings in which Seller or Split-Off Subsidiary may from time to be involved.

(d) The party to whom any Information or witnesses are provided under this Section 10.4 shall reimburse the provider thereof for all out-of-pocket expenses actually and reasonably incurred in providing such Information or witnesses.

(e) Seller, Buyer, Split-Off Subsidiary and their respective employees and agents shall each hold in strict confidence all Information concerning the other party in their possession or furnished by the other or the other’s representative pursuant to this Agreement with the same degree of care as such party utilizes as to such party’s own confidential information (except to the extent that such Information is (i) in the public domain through no fault of such party or (ii) later lawfully acquired from any other source by such party), and each party shall not release or disclose such Information to any other person, except such party’s auditors, attorneys, financial advisors, bankers, other consultants and advisors or persons with whom such party has a valid obligation to disclose such Information, unless compelled to disclose such Information by judicial or administrative process or, as advised by its counsel, by other requirements of law.

(f) Seller, Buyer and Split-Off Subsidiary shall each use their best efforts to forward promptly to the other party all notices, claims, correspondence and other materials which are received and determined to pertain to the other party.

10.5 Guarantees, Surety Bonds and Letter of Credit Obligations . In the event that Seller is obligated for any debts, obligations or liabilities of Split-Off Subsidiary by virtue of any outstanding guarantee, performance or surety bond or letter of credit provided or arranged by Seller on or prior to the Closing Date, Buyer and Split-Off Subsidiary shall use their best efforts to cause to be issued replacements of such bonds, letters of credit and guarantees and to obtain any amendments, novations, releases and approvals necessary to release and discharge fully Seller from any liability thereunder following the Closing. Buyer and Split-Off Subsidiary, jointly and severally, shall be responsible for, and shall indemnify, hold harmless and defend Seller from and against, any costs or losses incurred by Seller arising from such bonds, letters of credits and guarantees and any liabilities arising therefrom and shall reimburse Seller for any payments that Seller may be required to pay pursuant to enforcement of its obligations relating to such bonds, letters of credit and guarantees.

10.6 Filings and Consents . Buyer, at his risk, shall determine what, if any, filings and consents must be made and/or obtained prior to Closing to consummate the purchase and sale of the Shares. Buyer shall indemnify the Seller Indemnified Parties (as defined in Section 12.1 below) against any Losses (as defined in Section 12.1 below) incurred by such Seller Indemnified Parties by virtue of the failure to make and/or obtain any such filings or consents. Recognizing that the failure to make and/or obtain any filings or consents may cause Seller to incur Losses or otherwise adversely affect Seller, Buyer and Split-Off Subsidiary confirm that the provisions of this Section 10.6 will not limit Seller’s right to treat such failure as the failure of a condition precedent to Seller’s obligation to close pursuant to Article VIII above.

10.7 Insurance . Buyer acknowledges that on the Closing Date, effective as of the Closing, any insurance coverage and bonds provided by Seller for Split-Off Subsidiary, and all certificates of insurance evidencing that Split-Off Subsidiary maintains any required insurance by virtue of insurance provided by Seller, will terminate with respect to any insured damages resulting from matters occurring subsequent to Closing.

10.8 Agreements Regarding Taxes .

(a) Tax Sharing Agreements . Any tax sharing agreement between Seller and Split-Off Subsidiary is terminated as of the Closing Date and will have no further effect for any taxable year (whether the current year, a future year or a past year).

(b) Returns for Periods Through the Closing Date . Seller will include the income and loss of Split-Off Subsidiary (including any deferred income triggered into income by Reg. §1.1502-13 and any excess loss accounts taken into income under Reg. §1.1502-19) on Seller’s consolidated federal income tax returns for all periods through the Closing Date and pay any federal income taxes attributable to such income. Seller and Split-Off Subsidiary agree to allocate income, gain, loss, deductions and credits between the period up to Closing (the “Pre-Closing Period”) and the period after Closing (the “Post-Closing Period”) based on a closing of the books of Split-Off Subsidiary, and both Seller and Split-Off Subsidiary agree not to make an election under Reg. §1.1502-76(b)(2)(ii) to ratably allocate the year’s items of income, gain, loss, deduction and credit. Seller, Split-Off Subsidiary and Buyer agrees to report all transactions not in the ordinary course of business occurring on the Closing Date after Buyer’s purchase of the Shares on Split-Off Subsidiary’s tax returns to the extent permitted by Reg. §1.1502-76(b)(1)(ii)(B). Buyer agrees to indemnify Seller for any additional tax owed by Seller (including tax owned by Seller due to this indemnification payment) resulting from any transaction engaged in by Split-Off Subsidiary during the Pre-Closing Period or on the Closing Date after Buyer’s purchase of the Shares. Split-Off Subsidiary will furnish tax information to Seller for inclusion in Seller’s consolidated federal income tax return for the period which includes the Closing Date in accordance with Split-Off Subsidiary’s past custom and practice.

(c) Audits . Seller will allow Split-Off Subsidiary and its counsel to participate at Split-Off Subsidiary’s expense in any audits of Seller’s consolidated federal income tax returns to the extent that such audit raises issues that relate to and increase the tax liability of Split-Off Subsidiary. Seller shall have the absolute right, in its sole discretion, to engage professionals and direct the representation of Seller in connection with any such audit and the resolution thereof, without receiving the consent of Buyer or Split-Off Subsidiary or any other party acting on behalf of Buyer or Split-Off Subsidiary, provided that Seller will not settle any such audit in a manner which would materially adversely affect Split-Off Subsidiary after the Closing Date unless such settlement would be reasonable in the case of a person that owned Split-Off Subsidiary both before and after the Closing Date, or unless the Split-Off Subsidiary consents, such consent not to be unreasonably withheld. In the event that after Closing any tax authority informs Buyer or Split-Off Subsidiary of any notice of proposed audit, claim, assessment or other dispute concerning an amount of taxes which pertain to Seller, or to Split-Off Subsidiary during the period prior to Closing, Buyer or Split-Off Subsidiary must promptly notify Seller of the same within 15 calendar days of the date of the notice from the tax authority. In the event Buyer or Split-Off Subsidiary does not notify Seller within such 15 day period, Buyer and Split-Off Subsidiary, jointly and severally, will indemnify Seller for any incremental interest, penalty or other assessments resulting from the delay in giving notice. To the extent of any conflict or inconsistency, the provisions of this Section 10.8 shall control over the provisions of Section 12.2 below.

(d) Cooperation on Tax Matters . Buyer, Seller and Split-Off Subsidiary shall cooperate fully, as and to the extent reasonably requested by any party, in connection with the filing of tax returns pursuant to this Section and any audit, litigation or other proceeding with respect to taxes. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Split-Off Subsidiary shall (i) retain all books and records with respect to tax matters pertinent to Split-Off Subsidiary relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Seller, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (ii) give Seller reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Seller so requests, Buyer agrees to cause Split-Off Subsidiary to allow Seller to take possession of such books and records.

10.9 ERISA . Effective as of the Closing Date, Split-Off Subsidiary shall terminate its participation in, and withdraw from, any employee benefit plans sponsored by Seller, and Seller and Buyer shall cooperate fully in such termination and withdrawal. Without limitation, Split-Off Subsidiary shall be solely responsible for (i) all liabilities under those employee benefit plans notwithstanding any status as an employee benefit plan sponsored by Seller, and (ii) all liabilities for the payment of vacation pay, severance benefits, and similar obligations, including, without limitation, amounts which are accrued but unpaid as of the Closing Date with respect thereto. Buyer and Split-Off Subsidiary acknowledge that Split-Off Subsidiary is solely responsible for providing continuation health coverage, as required under the Consolidated Omnibus Reconciliation Act of 1985, as amended (“COBRA”), to each person, if any, participating in an employee benefit plan subject to COBRA with respect to such employee benefit plan as of the Closing Date, including, without limitation, any person whose employment with Split-Off Subsidiary is terminated after the Closing Date.

XI. TERMINATION . This Agreement may be terminated at, or at any time prior to, the Closing by mutual written consent of Seller, Buyer and Raditaz.

If this Agreement is terminated as provided herein, it shall become wholly void and of no further force and effect and there shall be no further liability or obligation on the part of any party except to pay such expenses as are required of such party.

XII. INDEMNIFICATION .

12.1 Indemnification by Buyer . Buyer covenants and agrees to indemnify, defend, protect and hold harmless Seller and Raditaz, and their respective officers, directors, employees, stockholders, agents, representatives and Affiliates (collectively, the “Seller Indemnified Parties”) at all times from and after the date of this Agreement from and against all losses, liabilities, damages, claims, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys’ fees and expenses of investigation), whether or not involving a third party claim and regardless of any negligence of any Seller Indemnified Party (collectively, “Losses”), incurred by any Seller Indemnified Party as a result of or arising from (i) any breach of the representations and warranties of Buyer set forth herein or in certificates delivered in connection herewith, (ii) any breach or nonfulfillment of any covenant or agreement (including any other agreement of Buyer to indemnify set forth in this Agreement) on the part of Buyer under this Agreement, (iii) any Assigned Asset or Assigned Liability or any other debt, liability or obligation of Split-Off Subsidiary, (iv) the conduct and operations, whether before or after Closing, of (A) the business of Seller pertaining to the Assigned Assets and Assigned Liabilities or (B) the business of Split-Off Subsidiary, (v) claims asserted, whether before or after Closing, (A) against Split-Off Subsidiary or (B) pertaining to the Assigned Assets and Assigned Liabilities, or (vi) any federal or state income tax payable by Seller or Raditaz and attributable to the transactions contemplated by this Agreement.

12.2 Third Party Claims .

(a) Defense . If any claim or liability (a “Third-Party Claim”) should be asserted against any of the Seller Indemnified Parties (the “Indemnitee”) by a third party after the Closing for which Buyer has an indemnification obligation under the terms of Section 12.1 , then the Indemnitee shall notify Buyer (the “Indemnitor”) within 20 days after the Third-Party Claim is asserted by a third party (said notification being referred to as a “Claim Notice”) and give the Indemnitor a reasonable opportunity to take part in any examination of the books and records of the Indemnitee relating to such Third-Party Claim and to assume the defense of such Third-Party Claim in connection therewith and to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor agrees to assume the defense of any Third-Party Claim in writing within 20 days after the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee, then the Indemnitor shall be entitled to control the conduct of such defense, and any decision to settle such Third-Party Claim, and shall be responsible for any expenses of the Indemnitee in connection with the defense of such Third-Party Claim so long as the Indemnitor continues such defense until the final resolution of such Third-Party Claim. The Indemnitor shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim the defense of which has been assumed by the Indemnitor. Except as provided on subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failure.

(b) Failure to Defend . If the Indemnitor shall not agree to assume the defense of any Third-Party Claim in writing within 20 days after the Claim Notice of such Third-Party Claim has been delivered, or shall fail to continue such defense until the final resolution of such Third-Party Claim, then the Indemnitee may defend against such Third-Party Claim in such manner as it may deem appropriate and the Indemnitee may settle such Third-Party Claim, in its sole discretion, on such terms as it may deem appropriate. The Indemnitor shall promptly reimburse the Indemnitee for the amount of all settlement payments and expenses, legal and otherwise, incurred by the Indemnitee in connection with the defense or settlement of such Third-Party Claim. If no settlement of such Third-Party Claim is made, then the Indemnitor shall satisfy any judgment rendered with respect to such Third-Party Claim before the Indemnitee is required to do so, and pay all expenses, legal or otherwise, incurred by the Indemnitee in the defense against such Third-Party Claim.

12.3 Non-Third-Party Claims . Upon discovery of any claim for which Buyer has an indemnification obligation under the terms of Section 12.1 which does not involve a claim by a third party against the Indemnitee, the Indemnitee shall give prompt notice to Buyer of such claim and, in any case, shall give Buyer such notice within 30 days of such discovery. A failure by Indemnitee to timely give the foregoing notice to Buyer shall not excuse Buyer from any indemnification liability except to the extent that Buyer is materially and adversely prejudiced by such failure.

12.4 Survival . Except as otherwise provided in this Section 12.4 , all representations and warranties made by Buyer, Split-Off Subsidiary and Seller in connection with this Agreement shall survive the Closing. Anything in this Agreement to the contrary notwithstanding, the liability of the Indemnitor under this Article XII shall terminate on the third (3 rd ) anniversary of the Closing Date, except with respect to (a) liability for any item as to which, prior to the third (3 rd ) anniversary of the Closing Date, any Indemnitee shall have asserted a Claim in writing, which Claim shall identify its basis with reasonable specificity, in which case the liability for such Claim shall continue until it shall have been finally settled, decided or adjudicated, (b) liability of any party for Losses for which such party has an indemnification obligation, incurred as a result of such party’s breach of any covenant or agreement to be performed by such party after the Closing, (c) liability of Buyer for Losses incurred by a Seller Indemnified Party due to breaches of their representations and warranties in Article IV of this Agreement, and (d) liability of Buyer for Losses arising out of Third-Party Claims for which Buyer has an indemnification obligation, which liability shall survive until the statute of limitation applicable to any third party’s right to assert a Third-Party Claim bars assertion of such claim.

XIII. MISCELLANEOUS .

13.1 Definitions . Capitalized terms used herein without definition have the meanings ascribed to them in the Contribution Agreement.

13.2 Notices . All notices and communications required or permitted hereunder shall be in writing and deemed given when received by means of the United States mail, addressed to the party to be notified, postage prepaid and registered or certified with return receipt requested, or personal delivery, or overnight courier, as follows:

(a) If to Seller, addressed to:

Duane Street Corp.

2217 New London Turnpike

South Glastonbury, CT 06073

Attn: Tom Brophy, President

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

Ellenoff Grossman & Schole LLP

1345 Avenue of the Americas, 11 th Floor

New York, NY 10017

Attn: Barry I. Grossman, Esq.

If to Buyer or Split-Off Subsidiary, addressed to:

Peretz Yehuda Aisenstark

616 Corporate Way, Suite 2-4059

Valley Cottage, NY 10989

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

Gottbetter & Partners, LLP

488 Madison Avenue, 12 th Floor

New York, NY 10022

Attention: Adam S. Gottbetter, Esq.

or to such other address as any party hereto shall specify pursuant to this Section 13.2 from time to time.

13.3 Exercise of Rights and Remedies . Except as otherwise provided herein, no delay of or omission in the exercise of any right, power or remedy accruing to any party as a result of any breach or default by any other party under this Agreement shall impair any such right, power or remedy, nor shall it be construed as a waiver of or acquiescence in any such breach or default, or of any similar breach or default occurring later; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default occurring before or after that waiver.

13.4 Time . Time is of the essence with respect to this Agreement.

13.5 Reformation and Severability . In case any provision of this Agreement shall be invalid, illegal or unenforceable, it shall, to the extent possible, be modified in such manner as to be valid, legal and enforceable but so as to most nearly retain the intent of the parties, and if such modification is not possible, such provision shall be severed from this Agreement, and in either case the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby.

13.6 Further Acts and Assurances . From and after the Closing, Seller, Buyer and Split-Off Subsidiary agree that each will act in a manner supporting compliance, including compliance by its Affiliates, with all of its obligations under this Agreement and, from time to time, shall, at the request of another party hereto, and without further consideration, cause the execution and delivery of such other instruments of conveyance, transfer, assignment or assumption and take such other action or execute such other documents as such party may reasonably request in order more effectively to convey, transfer to and vest in Buyer, and to put Split-Off Subsidiary in possession of, all Assigned Assets and Assigned Liabilities, and to convey, transfer to and vest in Seller and Buyer, and to them in possession of, the Purchase Price Securities and the Shares (respectively), and, in the case of any contracts and rights that cannot be effectively transferred without the consent or approval of other Persons that is unobtainable, to use its best reasonable efforts to ensure that Split-Off Subsidiary receives the benefits thereof to the maximum extent permissible in accordance with applicable law or other applicable restrictions, and shall perform such other acts which may be reasonably necessary to effectuate the purposes of this Agreement.

13.7 Entire Agreement; Amendments . This Agreement contains the entire understanding of the parties relating to the subject matter contained herein. This Agreement cannot be amended or changed except through a written instrument signed by all of the parties hereto and by Raditaz. No provisions of this Agreement or any rights hereunder may be waived by any party without the prior written consent of Raditaz.

13.8 Assignment . No party may assign his, her or its rights or obligations hereunder, in whole or in part, without the prior written consent of the other parties.

13.9 Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to principles of conflicts or choice of laws thereof.

13.10 Counterparts . This Agreement may be executed in one or more counterparts, with the same effect as if all parties had signed the same document. Each such counterpart shall be an original, but all such counterparts taken together shall constitute a single agreement. In the event that any signature is delivered by facsimile transmission, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) the same with the same force and effect as if such facsimile signature page was an original thereof.

13.11 Section Headings and Gender . The Section headings used herein are inserted for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement. All personal pronouns used in this Agreement shall include the other genders, whether used in the masculine, feminine or neuter, and the singular shall include the plural, and vice versa , whenever and as often as may be appropriate.

13.12 Third-Party Beneficiary . Each of Seller, Buyer and Split-Off Subsidiary acknowledges and agrees that this Agreement is entered into for the express benefit of Raditaz, and that Raditaz is relying hereon and on the consummation of the transactions contemplated by this Agreement in entering into and performing its obligations under the Contribution Agreement, and that Raditaz shall be in all respects entitled to the benefit hereof and to enforce this Agreement as a result of any breach hereof.

13.13 Specific Performance; Remedies . Each of Seller, Buyer and Split-Off Subsidiary acknowledge and agree that Raditaz would be damaged irreparably if any provision of this Agreement is not performed in accordance with its specific terms or is otherwise breached. Accordingly, each of Seller, Buyer and Split-Off Subsidiary agrees that Raditaz will be entitled to seek an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and its terms and provisions in any action instituted in any court of the United States or any state thereof having jurisdiction over the parties and the matter, subject to Section 13.9 , in addition to any other remedy to which Raditaz be entitled, at law or in equity. Except as expressly provided herein, the rights, obligations and remedies created by this Agreement are cumulative and are in addition to any other rights, obligations or remedies otherwise available at law or in equity, and nothing herein will be considered an election of remedies.

13.14 Submission to Jurisdiction; Process Agent; No Jury Trial .

(a) Each party to the Agreement hereby submits to the jurisdiction of any state or federal court sitting in the State of New York in any action arising out of or relating to this Agreement and agrees that all claims in respect of the action may be heard and determined in any such court. Each party to the Agreement also agrees not to bring any action arising out of or relating to this Agreement in any other court. Each party to the Agreement agrees that a final judgment in any action so brought will be conclusive and may be enforced by action on the judgment or in any other manner provided at law or in equity. Each party to the Agreement waives any defense of inconvenient forum to the maintenance of any action so brought and waives any bond, surety or other security that might be required of any other party with respect thereto.

(b) EACH PARTY TO THIS AGREEMENT HEREBY AGREES TO WAIVE ITS RIGHTS TO JURY TRIAL OF ANY DISPUTE BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OTHER AGREEMENTS RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT OR ANY DEALINGS AMONG THEM RELATING TO THE TRANSACTIONS CONTEMPLATED HEREBY. The scope of this waiver is intended to be all encompassing of any and all actions that may be filed in any court and that relate to the subject matter of the transactions, including contract claims, tort claims, breach of duty claims and all other common law and statutory claims. Each party to the Agreement hereby acknowledges that this waiver is a material inducement to enter into a business relationship and that they will continue to rely on the waiver in their related future dealings. Each party to the Agreement further represents and warrants that it has reviewed this waiver with its legal counsel, and that each knowingly and voluntarily waives its jury trial rights following consultation with legal counsel. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED ORALLY OR IN WRITING, AND THE WAIVER WILL APPLY TO ANY AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING HERETO. In the event of commencement of any action, this Agreement may be filed as a written consent to trial by a court.

13.15 Construction . The parties hereto have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties hereto and no presumption or burden of proof will arise favoring or disfavoring any party because of the authorship of any provision of this Agreement. Any reference to any federal, state, local or foreign law will be deemed also to refer to law as amended and all rules and regulations promulgated thereunder, unless the context requires otherwise. The words “include,” “includes,” and “including” will be deemed to be followed by “without limitation.” The words “this Agreement,” “herein,” “hereof,” “hereby,” “hereunder,” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The parties hereto intend that each representation, warranty and covenant contained herein will have independent significance. If any party hereto has breached any representation, warranty or covenant contained herein in any respect, the fact that there exists another representation, warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity) which that party has not breached will not detract from or mitigate the fact that such party is in breach of the first representation, warranty or covenant.

[Signature page follows this page.]

IN WITNESS WHEREOF , the parties hereto have duly executed this Split-Off Agreement as of the day and year first above written.

	DUANE STREET CORP.

	By:	/s/ Peretz Yehuda Aisenstark
	Name:	Peretz Yehuda Aisenstark
	Title:	President

	DUANE STREET SPLIT CORP.

	By:	/s/ Peretz Yehuda Aisenstark
	Name:	Peretz Yehuda Aisenstark
	Title:	President

	BUYER :

		/s/ Peretz Yehuda Aisenstark
		PERETZ YEHUDA AISENSTARK

		/s/ Yair Shofel
		YAIR SHOFEL

EXHIBIT A

BUYER	PURCHASE PRICE SECURITY	NUMBER

Peretz Yehuda Aisenstark	Common Stock	1,100,000
Yair Shofel	Common Stock	400,000

THIS EMPLOYMENT AGREEMENT (this “ Agreement ”) by and among Duane Street Corp., a Delaware corporation (the “ Company ”) and Thomas Brophy (“ Executive ”) is entered into as of January 28, 2014 (the “ Execution Date ”).

W I T N E S S E T H:

WHEREAS , the Board of Directors of the Company (the “ Board ”) has determined that it is in the best interests of the Company and its shareholders to employ Executive as Chief Executive Officer, Treasurer and interim Chief Financial Officer of the Company pursuant to the terms of this Agreement; and

WHEREAS , the Executive desires to accept employment as the Chief Executive Officer, Treasurer and interim Chief Financial Officer of the Company pursuant to the terms of this Agreement.

NOW THEREFORE , the Parties agree as follows:

1. EMPLOYMENT; DUTIES

As of the Effective Date, the Company hereby agrees to employ Executive as the Chief Executive Officer, Treasurer and interim Chief Financial Officer of the Company and Executive hereby accepts such employment upon the terms and conditions set forth below.

2. TERM AND PLACE OF PERFORMANCE

The term of this Agreement shall begin on January 28, 2014 (the “ Effective Date ”), and, unless sooner terminated as provided herein, shall end on December 31, 2015 (the “ Term ”); provided that the Term shall automatically be extended for successive one-year periods unless either party gives at least three months’ advance written notice of its intention not to extend the Term (a “ Non-Renewal Notice ”). The Term may be sooner terminated by either party in accordance with the provisions of Section 5. The principal place of employment of Executive shall be at the Company’s headquarters in South Glastonbury, Connecticut; provided , that , Executive shall be required to travel from time to time during the Term.

3. POSITION AND DUTIES

3.1 Position and Duties .

(a) Executive shall serve as the Chief Executive Officer of the Company and shall report to the Board of Directors of the Company (the “ Board ”). Executive shall have those powers and duties customarily associated with the office of Chief Executive Officer and as provided for in the By-Laws of the Company, at all times, subject to the direction and control of the Board, and such other powers and duties as may be assigned by the Board.

(b) Executive shall serve as the Treasurer and interim Chief Financial Officer of the Company and shall report to the Board. Executive shall have those powers and duties customarily associated with the office of Treasurer and interim Chief Financial Officer and as provided for in the By-Laws of the Company, at all times, subject to the direction and control of the Board, and such other powers and duties as may be assigned by the Board.

3.2 Devotion of Time and Effort . Executive shall use Executive’s good faith, best efforts and judgment (a) in performing Executive’s duties required hereunder and (b) to act in the best interests of the Company. Executive shall devote his full time, attention and efforts to the business of the Company, but may participate in charitable and personal investment activities to a reasonable extent, as long as such activities do not, in the reasonable discretion of the Board, interfere or compete with the performance of his duties and responsibilities hereunder.

4. COMPENSATION

4.1 Base Salary . For the services to be rendered by Executive under this Agreement and for acting as a member of the Board, Executive shall be entitled to receive, commencing as of the Effective Date, salary at the annual rate of Two Hundred Fifty Thousand Dollars ($250,000) (the “ Base Salary ”), less all applicable tax withholdings and deductions by the Company. The Base Salary shall be payable in accordance with the Company’s customary payroll practices. The Compensation Committee of the Board of Directors of the Company (the “ Committee ”), if one is appointed, if not the Board, shall review Executive’s Base Salary annually and may make adjustments to increase but not decrease such Base Salary, in accordance with the compensation practices and guidelines of the Company. In the Committee’s annual review of the Base Salary, it shall in good faith and in consultation with Executive consider any material increase in value of the Company from and after the Effective Date in determining any increase in the Base Salary.

4.2 Annual Bonus . Commencing on the Effective Date, Executive shall participate in the Company’s annual performance based bonus program, as the same may be established from time to time by the Committee in consultation with the Executive for executive officers of the Company and any annual bonus earned thereunder (the “Annual Bonus”) shall be paid no later than the 15th day of the third month following the end of the fiscal year for which it is earned (and no earlier than January 1 of the year following such fiscal year) and following certification by the Committee of the achievement of agreed-upon performance measures and the amount of the bonus to be paid to Executive for the applicable fiscal year, as established by the Board of Directors; provided, that (i) in no event shall the Annual Bonus be less than fifty thousand dollars ($50,000) and (ii) in the event that such certification does not occur on or prior to the last day of the third month following the end of such fiscal year, the Annual Bonus will be paid no later than December 31 of the year following such fiscal year.

4.3 Vacation . During the Term, Executive shall be entitled to four (4) weeks of paid vacation per year to be used and accrued in accordance with the Company’s policy as it may be established from time to time. In addition, Executive shall receive other paid time-off in accordance with the Company’s policies for senior executives as such policies may exist from time to time.

4.4 Welfare, Pension and Incentive Benefit Plans . During the Term, the Company shall provide Executive with employee benefit plans, including, without limitation, company-paid medical benefits; provided, that if the provision of such company-paid medical benefits would cause the imposition of any tax under Section 4980D of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (the “ Code ”), the parties agree to negotiate in good faith an alternative arrangement for providing such benefits in an economically neutral manner which does not cause the imposition of such tax.

4.5 Business Expenses . Executive will be promptly reimbursed for all reasonable business expenses incurred by Executive in connection with Executive’s employment in accordance with the Company’s expense reimbursement policies.

5. TERMINATION; TERMINATION BENEFITS

5.1 Due to Death or Disability .

(a) If Executive dies during the Term, Executive’s employment and this Agreement shall terminate on the date of his death. The Company may terminate Executive’s employment if he becomes “ Disabled ,” as defined below, upon delivery of a Notice of Termination (as defined below) to Executive.

Upon termination of Executive’s employment due to Executive’s death or by the Company due to Executive’s Disability, Executive (or his estate, as applicable) shall be entitled to compensation and payment for any unreimbursed expenses incurred, accrued but unpaid then current Base Salary and Annual Bonus and other accrued but unpaid employee benefits as provided in this Agreement, in each case through the Date of Termination (as defined below) (the “ Accrued Amounts ”) for a period of six months following such death or Disability; provided, that the portion of such Accrued Amounts representing unreimbursed expenses shall be paid as soon as practicable following remittance of such expenses by Executive or its estate;

(b) For purposes of this Agreement, the term “Disabled ” or “Disability ” shall mean a medically determined physical or mental incapacity as a result of which Executive cannot perform the functions and/or duties of his position for more than six months or becomes eligible to receive long term disability benefits under the Company’s long term disability policy, which shall be in effect as of the Effective Date, or if no such policy is in effect, entitles Executive to a Social Security disability award.

5.2 By the Company Without “Cause” .

(a) The Company may terminate Executive’s employment without “Cause” (as defined below) at any time following the Effective Date upon delivery of a Notice of Termination to Executive.

(b) Upon termination of Executive’s employment by the Company Without Cause, Executive shall be entitled to:

(i) the Accrued Amounts, payable in accordance with Section 5.1(a);

(ii) subject to Executive’s execution (without revocation) of a release of claims in such form as reasonably determined by the Company and containing carve outs for (A) indemnification, contribution, and directors and officers insurance rights to which Executive may be entitled, (B) rights in his capacity as an equity holder, (C) rights to collect the Severance Payment and COBRA Coverage, and (D) rights to any vested employee benefits (which execution version of such release will be provided no later than five (5) calendar days following the Date of Termination) (the “ Release ”), a lump sum payment equal to eighteen (18) months’ Base Salary, which payment will be made on the 60 th day following the Date of Termination (the “ Severance Payment ”); and

(iii) if Executive elects to continue his medical coverage under COBRA, the Company shall pay for coverage under COBRA for eighteen (18) months following the Date of Termination (the “ COBRA Coverage ”).

5.3 By the Company For Cause .

(a) The Company may terminate Executive’s employment for “Cause” in accordance with the requirements of this Section 5.3.

(b) Upon termination of Executive’s employment by the Company for Cause, Executive shall be entitled to the Accrued Amounts.

(i) continuing willful failure, neglect or refusal by Executive to perform his duties under this Agreement or to follow the lawful instructions of the Board which has not been cured by Executive (if curable) within ten (10) days after written notice thereof to Executive from the Company;

(ii) Executive’s commission of any material act of fraud or embezzlement against the Company;

(iii) any material breach of any covenant in Section 6, 7 or 8 of this Agreement, which breach has not been cured by Executive (if curable) within thirty (30) days after written notice thereof to Executive from the Company;

(iv) Executive’s conviction of (or pleading guilty or nolo contendere to) any felony.

(d) Cause shall not exist unless and until there shall have been delivered to the Executive a copy of a resolution, duly adopted by the affirmative vote of not less than a majority of the entire membership of the Board at a meeting of the Board held for the purpose (after five (5) days’ prior written notice to the Executive of such meeting and the purpose thereof and an opportunity for the Executive, to be heard before the Board at such meeting), of a finding that, in the good faith opinion of the Board, the Executive was guilty of any of the conduct set forth above in subparagraphs (i) through (iv) and specifying the particulars thereof in detail. Executives counsel may be present as an advisor at said meeting. No act or failure to act by the Executive shall be considered “willful” if done or omitted by him in good faith with reasonable belief that his action or omission was in the best interests of the Company.

5.4 By Executive For Good Reason .

(a) Executive may terminate his employment for “Good Reason” (as defined below) by providing a Notice of Termination to the Board within sixty (60) days of the occurrence of the circumstances giving rise to such Good Reason. The foregoing notice shall describe the claimed event or circumstance and set forth Executive’s intention to terminate his employment with the Company; provided , that , the Company has not substantially cured such event within thirty (30) days after receiving such notice. Upon termination by Executive of his employment for “Good Reason”, Executive will be entitled to:

(i) the Accrued Amounts payable in accordance with Section 5.1(a);

(ii) subject to Executive’s execution (without revocation) of the Release, the Severance Payment which payment will be made on the 60 th day following the Date of Termination; and

(iii) the COBRA Coverage.

(b) For purposes of this Agreement, “ Good Reason ” shall mean:

(i) any material failure of the Company to fulfill their obligations under this Agreement, including the failure to make any payment due hereunder when due, or any other material breach of a term or condition of this Agreement;

(ii) a material and adverse change to, or a material reduction of, Executive’s duties and responsibilities to the Company as Chief Executive Officer, including no longer reporting to the Board or a change in title; provided however , that , the hiring or engagement of any person or entity by the Company with the approval of Executive to perform any of Executive’s duties and responsibilities to the Company shall not constitute Good Reason;

(iii) a reduction in Executive’s Annual Base Salary;

(iv) the relocation of Executive’s primary office to a location more than 35 miles from the Company’s current headquarters as of the Effective Date; or

(v) the occurrence of a Change in Control.

An event set forth in the foregoing clauses (i) through (iv) shall not constitute “Good Reason” unless and until Executive shall have provided the Company with notice thereof no later than 60 days following Executive’s becoming aware of such event and the Company shall have failed to remedy such event within 30 days of receipt of such notice.

(i) Any sale, lease, exchange or other transfer (in one or a series of related transactions) of all or substantially all of the assets of the Company to a non-affiliate;

(ii) Any “person” as such term is used in Section 13(d) and Section 14(d) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”) is or becomes, directly or indirectly, the “beneficial owner” as defined in Rule 13d-3 under the Exchange Act of securities of the Company that represent more than 50% of the combined voting power of the Company’s then outstanding voting securities (the “ Outstanding Company Voting Securities ”); provided , however , that, for purposes of this Section 5.4(c), the following acquisitions shall not constitute a Change in Control: (I) any acquisition directly from the Company, (II) any acquisition by the Company, (III) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Affiliate, (IV) any acquisition by any corporation pursuant to a transaction that complies with Sections 5.4(c)(iv)(A) and 5.4(c)(iv)(B), (V) any acquisition involving beneficial ownership of less than a majority of the then-outstanding Common Shares (the “ Outstanding Company Common Shares ”) or the Outstanding Company Voting Securities that is determined by the Board, based on review of public disclosure by the acquiring Person with respect to its passive investment intent, not to have a purpose or effect of changing or influencing the control of the Company; provided , however , that for purposes of this clause (V), any such acquisition in connection with (x) an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents or (y) any “ Business Combination ” (as defined below) shall be presumed to be for the purpose or with the effect of changing or influencing the control of the Company;

(iii) During any period of one (1) year, the individuals who at the beginning of such period constituted the Board together with any individuals subsequently elected to the Board whose nomination by the shareholders of the Company was approved by a vote of the then incumbent Board (i.e. those members of the Board who either have been directors from the beginning of such one-year period or whose election or nomination for election was previously approved by the Board as provided in this Section 5.4(c)(iii)) cease for any reason to constitute a majority of the Board;

(iv) The Board or the shareholders of the Company approve and consummate a merger, amalgamation or consolidation (a “ Business Combination ”) of the Company with any other corporation, unless, following such Business Combination, (A) all or substantially all of the individuals and entities that were the beneficial owners of the Outstanding Company Common Shares and the Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the then-outstanding shares of common stock (or, for a non-corporate entity, equivalent securities) and (B) the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors (or, for a non-corporate entity, equivalent governing body), as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity that, as a result of such transaction, owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries);

5.5 By Executive Without Good Reason .

(a) Executive may terminate his employment without Good Reason by providing a Notice of Termination to the Company at least thirty (30) days prior to the Date of Termination.

(b) Upon termination by Executive of his employment without Good Reason, Executive shall be entitled to receive the Accrued Amounts payable in accordance with Section 5.1(a).

5.6 Non-Renewal of the Term .

(a) Upon termination of Executive’s employment as a result of non-renewal of the Term by the Company, Executive will be entitled to the Accrued Amounts payable in accordance with Section 5.1(a), COBRA Coverage for twelve (12) months in accordance with Section 5.2(b)(iii) and a lump sum payment equal to twelve (12) months Base Salary.

(b) Upon termination of Executive’s employment as a result of non-renewal of the Term by the Executive, Executive will be entitled to the Accrued Amounts payable in accordance with Section 5.1(a).

5.7 Nonqualified Deferred Compensation . Notwithstanding any provision of this Agreement to the contrary, if all or any portion of the payments due under Section 5 are determined to be “nonqualified deferred compensation” subject to Section 409A of the Code, and the Company determines that Executive is a “specified employee” (as defined in Section 409A(a)(2)(B)(i) of the Code and other guidance issued thereunder), then such severance payments (or portion thereof) shall commence no earlier than the first day of the seventh month following the month in which Executive’s termination of employment occurs (with the first such payment being a lump sum equal to the aggregate severance payments Executive would have received during such six-month period if no such payment delay had been imposed).

5.8 Notice of Termination; Non-Renewal . Any termination of employment pursuant to Sections 5.1 through 5.5 shall be communicated by a Notice of Termination to the other party hereto given in accordance with Section 16.2.

(a) For purposes of this Agreement, a “ Notice of Termination ” means a written notice that (i) indicates the specific termination provision in this Agreement relied upon, (ii) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executive’s employment under the provision so indicated and (iii) if the Date of Termination (as defined below) is other than the date of receipt of such notice, specifies the termination date. The failure by Executive or the Company to set forth in the Notice of Termination any fact or circumstance that contributes to a showing of Good Reason or Cause shall not waive any right of Executive or the Company, as the case may be, hereunder or preclude Executive or the Company, as the case may be, from asserting such fact or circumstance in enforcing Executive’s or the Company’s rights hereunder.

(b) For purposes of this Agreement, “ Date of Termination ” means (i) if Executive’s employment is terminated pursuant to Section 5.1 through 5.5, the date of receipt of the Notice of Termination (in the case of a termination with or without Good Reason, provided , such Date of Termination is in accordance with Section 5.4 or 5.5, as the case may be), (ii) if Executive’s employment is terminated by reason of death, the date of death, and (iii) t he expiration of the Term .

(c) A termination of employment pursuant to Section 5.6 shall be communicated by a Notice of Non-Renewal to the other party hereto given in accordance with Section 2 and Section 16.2.

6. NON-SOLICITATION

Executive acknowledges that by virtue of Executive’s position as Chief Executive Officer, interim Chief Financial Officer and Treasurer of the Company, and Executive’s employment hereunder, he will have advantageous familiarity with, and knowledge about, the Company and will be instrumental in establishing and maintaining goodwill between the Company and its customers, which goodwill is the property of the Company. Therefore, Executive agrees as follows during the Term and for an eighteen (18) month period following the Date of Termination (twelve (12) months in the case of a non-renewal of the Term): (a) Executive shall not on behalf of himself, or any other person or entity, solicit, take away, hire, employ or endeavor to employ any of the employees of the Company and/or (b) Executive shall not influence or attempt to influence vendors or business partners of the Company or any of its present or future subsidiaries or affiliates, either directly or indirectly, to divert their business to any individual, partnership, firm, corporation or other entity then in competition with the business of the Company, or any subsidiary or affiliate of the Company.

7. NON-COMPETITION

Executive acknowledges and recognizes the highly competitive nature of the business of the Company and its affiliates and accordingly agrees as follows: During his employment and for an eighteen (18) month period commencing from the Date of Termination (twelve (12) months in the case of a non-renewal of the Term), Executive will not, directly or indirectly, (a) engage in any business for Executive's own account that competes with the business of the Company or its affiliates (including, without limitation, businesses which the Company or its affiliates have specific plans to conduct in the future and as to which Executive is aware of such planning), (b) enter the employ of, or render any services to, any person engaged in any business that competes with the business of the Company or its affiliates, (c) acquire a financial interest in any person engaged in any business that competes with the business of the Company or its affiliates, directly or indirectly, as an individual, partner, stockholder, officer, director, principal, agent, trustee or consultant, or (d) interfere with business relationships (whether formed before or after the date of this Agreement) between the Company or any of its affiliates and customers, suppliers, partners, members or investors of the Company or its affiliates. Notwithstanding anything to the contrary in this Agreement, Executive may, directly or indirectly, own, solely as an investment, securities of any person engaged in the business of the Company or its affiliates which are publicly traded on a national or regional stock exchange or on an over-the-counter market if Executive (i) is not a controlling person of, or a member of a group which controls, such person and (ii) does not, directly or indirectly, own five percent (5%) or more of any class of securities of such person.

8. CONFIDENTIALITY/TRADE SECRETS

Executive specifically agrees that Executive will not at any time, whether during or subsequent to the Term, in any fashion, form or manner, except in furtherance of Executive’s duties at the Company or with the specific written consent of the Company, either directly or indirectly use, divulge, disclose or communicate to any person in any manner whatsoever, any confidential information or trade secrets of any kind, nature or description concerning any matters affecting or relating to the business of the Company (the “ Proprietary Information ”), including (a) all information, design or software programs (including object codes and source codes), techniques, drawings, plans, experimental and research work, inventions, patterns, processes and know-how, whether or not patentable, and whether or not at a commercial stage related to the Company or any subsidiary thereof, (b) buying habits or practices of any of its customers or vendors, (c) the Company’s marketing methods, sales activities, promotion, credit and financial data and related information, (d) the Company’s costs or sources of materials, (e) the prices it obtains or has obtained or at which it sells or has sold its products or services, (f) lists or other written records used in the Company’s business, (g) compensation paid to employees and other terms of employment, or (h) any other confidential information of, about or concerning the business of the Company, its manner of operation, or other confidential data of any kind, nature, or description (excluding any information that is or becomes publicly known or available for use through no fault of Executive or as directed by court order). The Parties hereto stipulate that as between them, Proprietary Information constitutes trade secrets that derive independent economic value, actual or potential, from not being generally known to the public or to other persons who can obtain economic value or cause economic harm to the Company from its disclosure or use and that Proprietary Information is the subject of efforts which are reasonable under the circumstances to maintain its secrecy and of which this Section 8 is an example, and that any breach of this Section 8 shall be a material breach of this Agreement. All Proprietary Information shall be and remain the Company’s sole property.

9. INJUNCTIVE RELIEF

Executive acknowledges that any violation of any provision of Sections 6 through 8 hereof by Executive will cause irreparable damage to the Company, that such damages will be incapable of precise measurement and that, as a result, the Company will not have an adequate remedy at law to redress the harm which such violations will cause. Therefore, in the event of any violation or threatened violation of any provision of Sections 6 through 8 by Executive, in addition to any other rights at law or in equity, Executive agrees that the Company will be entitled to seek injunctive relief including, but not limited to, temporary and/or permanent restraining orders to restrain any violation or threatened violation of such Sections by Executive.

10. BLUE PENCIL

It is the desire and intent of the Parties that the provisions of Section 6 through 8 hereof shall be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any portion of Sections 6 through 8 shall be adjudicated to be invalid or unenforceable, such provision shall be deemed amended either to conform to such restrictions as the court or arbitrator may allow, or to delete therefrom or reform the portion thus adjudicated to be invalid and unenforceable, such deletion or reformation to apply only with respect to the operation of such Section in the particular jurisdiction in which such adjudication is made. It is expressly agreed that any court or arbitrator shall have the authority to modify any provision of Sections 6 through 8 if necessary to render it enforceable, in such manner as to preserve as much as possible the Parties’ original intentions, as expressed therein, with respect to the scope thereof.

11. COMPANY’S AND EXECUTIVE’S DUTIES ON TERMINATION

In the event of termination of Executive’s employment pursuant to Section 5, Executive agrees to deliver promptly to the Company all Proprietary Information which is or has been in Executive’s possession or under Executive’s control. Upon termination of Executive’s employment by the Company for any reason whatsoever and at any earlier time the Company so requests, Executive will deliver to the custody of the person designated by the Company all originals and copies of such documents and other property of the Company in Executive’s possession, under Executive’s control or to which Executive may have access.

12. NON-DISPARAGEMENT

During the Term, for any reason, neither Executive nor his agents, on the one hand, nor the Company, or its senior executives or the Board, on the other hand, shall directly or indirectly issue or communicate any public statement, or statement likely to become public, that maligns, denigrates or disparages the other (including, in the case of communications by Executive or his agents, any of the Company’s officers, directors or employees). The foregoing shall not be violated by truthful responses to legal process or governmental inquiry or by private statements to any of the Company’s officers, directors or employees; provided , that , in the case of Executive, such statements are made in the course of carrying out his duties pursuant to this Agreement.

13. INDEMNIFICATION

Except in the case of Executive’s bad faith or willful misconduct, the Company shall indemnify, defend and hold Executive harmless from and against any and all causes of action, claims, demands, liabilities, damages, costs and expenses of any nature whatsoever directly or indirectly arising out of or related to Executive’s discharging Executive’s duties hereunder on behalf of the Company and/or its respective subsidiaries and affiliates to the fullest extent permitted by law.

14. REPRESENTATIONS AND WARRANTIES

14.1 Executive hereby represents and warrants to the Company, and Executive acknowledges, that the Company has relied on such representations and warranties in employing Executive and entering into this Agreement, as follows:

(a) Executive has the legal capacity and right to execute and deliver this Agreement and to perform his obligations contemplated hereby, and this Agreement has been duly executed by Executive;

(b) the execution, delivery and performance of this Agreement by Executive does not and will not, with or without notice or the passage of time, conflict with, breach, violate or cause a default under any agreement, contract or instrument to which Executive is a party or any judgment, order or decree to which Executive is subject;

(c) Executive is not a party to or bound by any employment agreement, consulting agreement, non-compete agreement, fee for services agreement, confidentiality agreement or similar agreement with any other person;

(d) upon the execution and delivery of this Agreement by the Company and Executive, this Agreement will be a legal, valid and binding obligation of Executive, enforceable in accordance with its terms;

(e) Executive understands that the Company will rely upon the accuracy and truth of the representations and warranties of Executive set forth herein and Executive consents to such reliance.

14.2 The Company hereby represents and warrants to Executive, and the Company acknowledges that Executive has relied on such representations and warranties in entering into this Agreement, as follows:

(a) the Company has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and this Agreement has been duly executed by the Company;

(b) the execution, delivery and performance of this Agreement by the Company does not and will not, with or without notice or the passage of time, conflict with, breach, violate or cause a default under any agreement, contract or instrument to which the Company is a party or any judgment, order or decree to which the Company is subject;

(c) upon the execution and delivery of this Agreement by the Company and Executive, this Agreement will be a legal, valid and binding obligation of the Company, enforceable in accordance with its terms; and

(d) the Company understands that Executive will rely upon the accuracy and truth of the representations and warranties of the Company set forth herein and the Company consents to such reliance.

15. ARBITRATION

Any controversy arising out of or relating to this Agreement, its enforcement or interpretation, or because of an alleged breach, default, or misrepresentation in connection with any of its provisions, or any other controversy arising out of Executive’s employment with the Company or the termination of Executive’s employment with the Company, including, but not limited to, any state or federal statutory claims, shall be submitted to arbitration in New York, New York, before a sole arbitrator selected from the American Arbitration Association,; provided , however , that provisional injunctive relief may, but need not, be sought by either party to this Agreement in a court of law while arbitration proceedings are pending, and any provisional injunctive relief granted by such court shall remain effective until the matter is finally determined by the arbitrator. Final resolution of any dispute through arbitration may include any remedy or relief which the arbitrator deems just and equitable, including any and all remedies provided by applicable state or federal statutes. The Company shall bear all administrative costs of any arbitration initiated under this Section 15, including any filing fees and arbitrator fees.

At the conclusion of the arbitration, the arbitrator shall issue a written decision that sets forth the essential findings and conclusions upon which the arbitrator's award or decision is based. Any award or relief granted by the arbitrator hereunder shall be final and binding on the Parties hereto and may be enforced by any court of competent jurisdiction. The Parties acknowledge and agree that they are hereby waiving any rights to trial by jury in any action, proceeding or counterclaim brought by either of the Parties against the other in connection with any matter whatsoever arising out of or in any way connected with this Agreement. The arbitrator shall award reasonable attorney’s fees (including reasonable disbursements) to the party that the arbitrator has determined to be the prevailing party in such arbitration. Except as may be necessary to enter judgment upon the award or to the extent required by applicable law, all claims, defenses and proceedings (including, without limiting the generality of the foregoing, the existence of the controversy and the fact that there is an arbitration proceeding) shall be treated in a confidential manner by the arbitrator, the Parties and their counsel, and each of their agents, employees and all others acting on behalf of or in concert with them. Without limiting the generality of the foregoing, no one shall divulge to any third party or person not directly involved in the arbitration the contents of the pleadings, papers, orders, hearings, trials, or awards in the arbitration, except as may be necessary to enter judgment upon an award as required by applicable law. Any court proceedings relating to the arbitration hereunder, including, without limiting the generality of the foregoing, to prevent or compel arbitration or to confirm, correct, vacate or otherwise enforce an arbitration award, shall be filed under seal with the court, to the extent permitted by law.

16. GENERAL PROVISIONS

16.1 Assignment, Binding Effect . Neither the Company nor Executive may assign, delegate or otherwise transfer this Agreement or any of their respective rights or obligations hereunder without the prior written consent of the other party, except that the Company may assign this Agreement to its successors (including any purchaser of its assets), and affiliates, parent or subsidiary corporations. This Agreement shall be binding upon and inure to the benefit of any permitted successors or assigns of the Parties and the heirs, executors, administrators and/or personal representatives of Executive.

16.2 Notices .

(a) All notices, requests, demands or other communications that are required or may be given under this Agreement shall be in writing and shall be given by personal delivery, by certified or registered United States mail (postage prepaid, return receipt requested), by a nationally recognized overnight delivery service for next day delivery, or by facsimile transmission, as follows (or to such other address as any party may give in a notice given in accordance with the provisions hereof):

If to the Company,

Duane Street Corp.

c/o Ellenoff Grossman & Schole LLP

1345 Avenue of the Americas

New York, NY 10105

Facsimile: (212) 370-1300

If to Executive,

2217 New London Turnpike

South Glastonbury, CT 06073

with a copy to,

Thomas Brophy

8 Lewish Road

Marlborough, CT 06447

(b) All notices, requests or other communications will be effective and deemed given only as follows: (i) if given by personal delivery, upon such personal delivery, (ii) if sent by certified or registered mail, on the fifth business day after being deposited in the United States mail, (iii) if sent for next day delivery by overnight delivery service, on the date of delivery as confirmed by written confirmation of delivery, (iv) if sent by facsimile, upon the transmitter’s confirmation of receipt of such facsimile transmission, except that if such confirmation is received after 5:00 p.m. (in the recipient’s time zone) on a business day, or is received on a day that is not a business day, then such notice, request or communication will not be deemed effective or given until the next succeeding business day. Notices, requests and other communications sent in any other manner, including by electronic mail, will not be effective.

16.3 Governing Law . This Agreement is governed by, and is to be construed and enforced in accordance with, the laws of New York without regard to principles of conflicts of laws.

16.4 Amendment . No provisions of this Agreement may be amended, modified or waived unless such amendment or modification is agreed to in writing signed by Executive and by a duly authorized officer selected at such time by the Board, and such waiver is set forth in writing and signed by the party to be charged.

16.5 Entire Agreement . This Agreement sets forth the entire agreement of the Parties hereto in respect of the subject matter contained herein and shall supersede all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, employee or representative of any party hereto in respect of such subject matter. Any prior agreement of the parties hereto in respect of the subject matter contained herein is hereby terminated and canceled as of the date hereof.

16.6 Withholding . All payments hereunder shall be subject to any required withholding of federal, state and local taxes pursuant to any applicable law or regulation.

16.7 Severability . The paragraphs and provisions of this Agreement are severable. If any paragraph or provision is found to be unenforceable, the remaining paragraphs and provisions will remain in full force and effect.

16.8 Counterparts . This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument.

16.9 Section 409A . Notwithstanding anything herein to the contrary, this Agreement is intended to be interpreted and applied so that the payment of the benefits set forth herein either shall be exempt from the requirements of Section 409A of the Code, or shall comply with the requirements of such provision. Furthermore, the Company and its respective officers, directors, employees or agents make no guarantee that this Agreement complies with, or is exempt from, the provisions of Section 409A of the Code and none of the foregoing shall have any liability for the failure of this Agreement to comply with, or be exempt from, the provisions of Code Section 409A. The parties hereto agree to make such amendments from time to time to the terms and conditions of this Agreement as are necessary to ensure that this Agreement complies with the terms of and in a manner permitted by Section 409A of the Code and any regulation or other official guidance promulgated thereunder. Each payment due hereunder shall be treated as a separate payment under Section 409A of the Code. To the extent required by Code Section 409A, “termination of employment” (or any similar terms) shall mean “separation from service” (as defined in Treasury Regulations Section 1.409A-1(h) and the default presumptions thereof). With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense was incurred.

(signature page follows)

IN WITNESS WHEREOF , the Parties hereto have executed this Agreement effective as of the date first written above.

	THE COMPANY

	By:	/s/ Peretz Yehuda Aisenstark
		Name: Peretz Yehuda Aisenstark
		Title: President

		/s/ Thomas Brophy
		Thomas Brophy

Delaware		333-183760		99-0375741
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS			3
EXPLANATORY NOTE			4
Item 1.01. Entry into a Material Definitive Agreement			6
Item 2.01. Completion of Acquisition or Disposition of Assets			6
The Contibution and Related Transactions			6
Description of Business			13
Description of Properties			17
Risk Factors			17
Management’s Discussion and Analysis of Financial Condition and Results of Operations			39
Security Ownership of Certain Beneficial Owners and Management			44
Directors, Executive Officers, Promoters and Control Persons			47
Executive Compensation			50
Summary Compensation Table			50
Certain Relationships and Related Transactions			53
Market Price of and Dividends on Common Equity and Related Stockholder Matters			54
Description of Securities			56
Legal Proceedings			58
Indemnification of Directors and Officers			58
Item 3.02. Unregistered Sales of Equity Securities			60
Item 5.01. Changes in Control of Registrant.			61
Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.			61
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year			62
Item 5.06. Change in Shell Company Status.			62
Item 5.07. Submission of Matters to a Vote of Security Holders			62
Item 8.01. Other Events			62
Item 9.01. Financial Statements and Exhibits.			63

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership		Percentage of Class (1)

Peretz Yehuda Aisenstark (2)		1,100,000		62.6	%

Yair Shofel (2)		400,000		22.8	%

All directors and officers as a group (2 persons)		1,500,000		85.4	%

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership		Percentage of Class (1)
5% Stockholders

E. Jeffrey Peierls (2) 73 South Holman Way Golden, CO 80401		157,540		13.8	%

Mark Tompkins App 1 Via Guidino 23, Lugano-Paradiso, 6900, SZ		100,852		9.47	%

Adrien Ellul (3) 157 Pak Sha Wan, Hebe Haven Yacht Club, New Territory, Sai Kung, HK		54,317		5.0	%

Named Executive Officers and Directors

Thomas Brophy (4) President, Chief Executive Officer, interim Chief Financial Officer and Treasurer		432,632		39.5	%

John A. Lack (5) Secretary and Chairman of the Board		14,030		1.3	%

Robert B. Jamieson (6) Vice Chairman of the Board		14,357		1.3	%

All directors and officers as a group (3 persons) (7)		461,019		41.6	%

Name & Principal Position	Fiscal Year ended		Salary ($)		Bonus ($)		Stock Awards($)		Option Awards($)		Non-Equity Incentive Plan Compensation ($)		Non-Qualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
Peretz Yehuda Aisenstark President, Chief Executive Officer, Chief Financial Officer and Treasurer (1)		2012 2011		0 0		0 0		0 0		0 0		0 0		0 0		0 0		0 0
Thomas Brophy President, Chief Executive Officer, interim Chief Financial Officer and Treasurer (2)		2012 2011		70,000 0		0 0		0 25,000		9,691 0		0 0		0 0		0 0		79,691 25,000

Name	Age	Position	Date Named to Board of Directors/as Executive Officer
Thomas Brophy	46	President, Chief Executive Officer, interim Chief Financial Officer, Treasurer and Director	January 28, 2014
John A. Lack	69	Director	January 28, 2014
Robert B. Jamieson	68	Director	January 28, 2014

	Option Awards										Stock Awards
Name	Number of Securities Underlying Unexercised Option (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)		Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (#)
Peretz Yehuda Aisenstark President, Chief Executive Officer, Chief Financial Officer and Treasurer (1)		0		0		0		0		0		0		0		0		0

Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Change in Pension Value and Non-Qualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
Peretz Yehuda Aisenstark(1)		0		0		0		0		0		0		0
Yair Shofel(2)		0		0		0		0		0		0		0

Exhibit Number		Description

2.1*		Contribution Agreement, dated as of January 28, 2014, by and among the Registrant, Raditaz, and the holders of a majority of Raditaz’s membership interests
3.1		Certificate of Incorporation of the Registrant (incorporated by reference from Exhibit 3.1 to the Registrant’s Form S-1, File Number 333-183760, filed with the SEC on September 7, 2012)
3.2*		Amended and Restated Certificate of Incorporation of the Registrant
3.3		By-Laws of the Registrant (incorporated by reference from Exhibit 3.2 to the Registrant’s Form S-1, File Number 333-183760, filed with the SEC on September 7, 2012)
4.1*		Form of Investor Warrant of the Registrant
4.2*		Form of Broker Warrant of the Registrant
10.1*		Split-Off Agreement, dated as of January 28, 2014, by and among the Registrant, Peretz Yehudah Aisenstark and Yair Shofel, and Duane Street Split Corp., the Registrant’s wholly owned Delaware subsidiary
10.2*		General Release Agreement, dated as of January 28, 2014, by and among the Registrant, Peretz Yehudah Aisenstark and Yair Shofel, and Duane Street Split Corp., the Registrant’s wholly owned Delaware subsidiary
10.3*		Indemnification Share Escrow Agreement, dated January 28, 2014 by and among the Registrant, Thomas Brophy, and Gottbetter & Partners, LLP, as escrow agent
10.4*		Form of Lock-Up Agreement between the Registrant and the officers, directors and 10% stockholders of the registrant party thereto
10.5*		Form of Securities Purchase Agreement between the Registrant and the investors party thereto
10.6*		Subscription Escrow Agreement, dated as of December 30, 2013, among the Registrant, Gottbetter Capital Markets, LLC and CSC Trust Company of Delaware, as escrow agent
10.7*		Placement Agency Agreement, dated December 30, 2013, between the Registrant and Gottbetter Capital Markets, LLC
10.8*		Form of Registration Rights Agreement, dated January 28, 2014, between the Registrant and the investors party thereto
10.9*†		Employment Agreement, dated January 28, 2014, between the Registrant and Thomas Brophy
10.10*†		Consulting Agreement, dated January 28, 2014, between the Registrant and John A. Lack
10.11*†		The Registrant’s 2014 Equity incentive Plan
10.12*		Form of Side Letter between the registrant and its pre-Contribution stockholders
21.1*		Subsidiaries of Registrant

	Page Number
Report of Independent Registered Public Accounting Firm		F-2

Audited Financial Statements for the years ended December 31, 2012 and 2011

Balance Sheet		F-3

Statement of Operations		F-4

Statement of Members’ Equity		F-5

Statements of Cash Flows		F-6

Notes to Financial Statements		F-7

Condensed Financial Statements for the nine months ended September 30, 2013 and 2012 (unaudited)

Condensed Balance Sheets			F-18

Condensed Statements of Operations			F-19

Condensed Statements of Cash Flows			F-20

Notes to Condensed Financial Statements			F-21

Pro Forma Financial Statements (Unaudited)

Pro Forma Combined Balance Sheet as of September 30, 2013			F-32

Pro Forma Combined Statements of Operations for the nine months ended September 30, 2013			F-33

Pro Forma Combined Statements of Operations for the years ended December 31, 2012			F-34

Notes to Proforma Condensed Combined Financial Statements			F-35

	As of December 31,
	2012			2011
ASSETS
CURRENT ASSETS
Cash and Cash Equivalents	$	-		$	14,034
Prepaid Expenses		6,023			31,297
Other Current Assets		6,577			4,181
TOTAL CURRENT ASSETS		12,600			49,512

Property and Equipment, net		3,782			5,748
Intangible and Other Assets		1,917			19,494

TOTAL ASSETS	$	18,299		$	74,754

LIABILITIES AND MEMBERS’ DEFICIENCY

CURRENT LIABILIITES
Accounts Payable	$	211,764		$	21,218
Accrued Liabilities and Other Current Liabilities		58,440			112,967
Note Payable, Short-Term		9,643			-
TOTAL CURRENT LIABILITIES		279,847			134,185

Notes Payable, Long-Term		240,357			-

TOTAL LIABILITIES		520,204			134,185

MEMBERS' DEFICIENCY
Series A5 Preferred Membership Interests (2,873,483 and 0 units issued and outstanding at December 31, 2012 and 2011, respectively)		217,106			-
Series AAAA Preferred Membership Interests (3,952,260 and 0 units issued and outstanding at December 31, 2012 and 2011, respectively)		322,515			-
Series AAA Preferred Membership Interests (9,458,485 units issued and outstanding at December 31, 2012 and 2011)		1,023,746			1,023,745
Series AA Preferred Membership Interests (1,504,648 units issued and outstanding at December 31, 2012 and 2011)		686,068			686,068
Series A Preferred Membership Interests (3,101,232 units issued and outstanding at December 31, 2012 and 2011)		1,299,263			1,299,263
Common Membership Interests (5,747,640 and 8,747,640 units issued and outstanding at December 31, 2012 and 2011, respectively)		311,493			311,493
Additional Paid-In-Capital		151,956			116,232
Deficit Accumulated During the Development Stage		(4,514,052	)		(3,496,232	)
TOTAL MEMBERS' DEFICIENCY		(501,905	)		(59,431	)

TOTAL LIABILITIES AND MEMBERS' DEFICIENCY	$	18,299		$	74,754

	Years Ended December 31,						Period from February 15, 2008 (Inception) to December 31,
	2012			2011			2012


REVENUES	$	8		$	3,763		$	28,592

OPERATING EXPENSES
Research and Development		948,998			667,427			3,157,955
General and administrative		137,472			137,112			720,865
Impairment of Goodwill		-			-			634,799
Depreciation and amortization		20,947			24,606			120,338

TOTAL OPERATING EXPENSES		1,107,417		$	829,145			4,633,957

OTHER INCOME (EXPENSE)
Interest Expense		(10,695	)		(6,590	)		(17,285	)
Interest Income		284			239			8,598
Other Income		100,000			-			100,000

TOTAL OTHER INCOME (EXPENSE)		89,589			(6,351	)		91,313

NET LOSS	$	(1,017,820	)	$	(831,733	)	$	(4,514,052	)

	Members'		Members'
	Interests		Deficit			Total

Balance, February 15, 2008	$	-	$	-		$	-

Issuance of Series A Preferred Membership Interests		100,000		-			100,000
Net Loss		-		(17,487	)		(17,487	)
Balance, December 31, 2008		100,000		(17,487	)		82,513

Issuance of Common Membership Interests		667					667
Issuance of Series A Preferred Membership Interests		959,970		-			959,970
Issuance of Series AA Preferred Membership Interests		535,000		-			535,000
Unit-Based Compensation Expense		27,816		-			27,816
Net Loss		-		(998,930	)		(998,930	)
Balance, December 31, 2009		1,623,453		(1,016,417	)		607,036

Issuance of Common Membership Interests		279,437		-			279,437
Issuance of Common Membership Warrant		11,389		-			11,389
Issuance of Series A Preferred Membership Interests		239,293		-			239,293
Issuance of Series AA Preferred Membership Interests		151,068		-			151,068
Issuance of Series AAA Preferred Membership Interests		94,118		-			94,118
Issuance of Series AAA Preferred Warrants		233,046		-			233,046
Unit-Based Compensation Expense		51,679		-			51,679
Net Loss		-		(1,648,082	)		(1,648,082	)
Balance, December 31, 2010		2,683,483		(2,664,499	)		18,984

Issuance of Series AAA Preferred Membership Interests		107,674		-			107,674
Issuance of Series AAA Preferred Warrants		303,386		-			303,386
Conversion of Demand Note into Series AAA Preferred Membership Interests		285,521		-			285,521
Unit-Based Compensation Expense		56,737		-			56,737
Net Loss		-		(831,733	)		(831,733	)
Balance, December 31, 2011		3,436,801		(3,496,232	)		(59,431	)

Issuance of Series AAAA Preferred Membership Interests		322,515		-			322,515
Issuance of Series A5 Preferred Membership Interests		217,106		-			217,106
Unit-Based Compensation Expense		35,725		-			35,725
Net Loss		-		(1,017,820	)		(1,017,820	)

Balance, December 31, 2012	$	4,012,147	$	(4,514,052	)	$	(501,905	)

	Preferred Membership Interest Warrants Outstanding
	Warrants Outstanding		Weighted-Average Exercise Price
Warrants Outstanding as of December 31, 2010		1,944,136	$	0.14
Granted		2,785,106		0.14
Cancelled/Forfeited		-		-
Exercised		-		-
Warrants Outstanding as of December 31, 2011		4,729,242		0.14
Granted		-		-
Cancelled/Forfeited		-		-
Exercised		-		-
Warrants Outstanding as of December 31, 2012		4,729,242	$	0.14

	Year Ended December 31, 2011
Exercise price	$	0.14
Expected life (years)		10
Risk-free interest rate		2.21	%
Expected volatility		75.00	%
Expected dividend yield		0	%

	Options Outstanding
	Options Authorized		Outstanding Options			Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term

Balance as of December 31, 2010		2,000,000		1,822,963		$	0.07		6.0
Additional options authorized		1,000,000
Granted				1,705,015		$	0.00
Cancelled/Forfeited				(594,782	)	$	0.32
Repurchased				(91,583	)	$	0.21
Balance as of December 31, 2011		3,000,000		2,841,614		$	0.04		6.2
Additional options authorized		3,500,000
Granted				3,600,000		$	0.01
Cancelled/Forfeited				(160,000	)	$	0.01
Repurchased				(127,385	)	$	0.02
Balance as of December 31, 2012		6,500,000		6,154,228		$	0.03		6.3

		Outstanding						Exercisable
Range of Exercise Prices		Number Outstanding (in shares)		Weighted Average Remaining Contractual Life (in years)		Weighted Average Exercise Price		Number Exercisable (in shares)		Weighted Average Exercise Price
$	.00		1,259,082		8.68		-		702,896		-
$	.01 – $.15		4,405,522		9.29		0.01		1,207,425		0.02
$	.16 – $.30		260,918		6.43		0.02		201,314		0.22
$	.31 – $.45		228,706		7.01		0.45		169,029		0.45
			6,154,228						2,280,664

	Year Ended December 31,
	2012			2011
Exercise Price	$	0.01		$	0.01
Expected life (years)		6.25			6.69
Risk-free interest rate		0.75	%		1.23	%
Expected volatility		75.25	%		64.19	%
Expected dividend yield		0	%		0	%

	For the Years Ended December 31,
	2012		2011
Unit-based compensation expenses
Research and Development	$	17,325	$	25,872
General and Administrative		18,399		10,864

Total unit-based compensation	$	35,724	$	36,736

	September 30,			December 31,
	2013			2012
ASSETS

CURRENT ASSETS
Cash and Cash Equivalents	$	-		$	-
Prepaid Expenses		7,301			6,023
Other Current Assets		3,000			6,577
TOTAL CURRENT ASSETS		10,301			12,600

Property and Equipment, net		4,420			3,782
Intangibles and Other Assets		-			1,917

TOTAL ASSETS	$	14,721		$	18,299

LIABILITIES AND MEMBERS' DEFICIENCY

CURRENT LIABILITIES
Accounts Payable	$	192,959		$	211,764
Accrued Liabilities and Other Current Liabilities		128,744			58,440
Note Payable, Short-Term		174,600			9,643
TOTAL CURRENT LIABILITIES		496,303			279,847

Notes Payable, Long-Term		69,300			240,357
TOTAL LIABILITIES		565,603			520,204

MEMBERS' DEFICIENCY
Series A5 Preferred Membership Interests (14,763,195 and 2,873,483 units issued and outstanding at September 30, 2013 and December 31, 2012, respectively)		889,406			217,106
Series AAAA Preferred Membership Interests (3,952,260 units issued and outstanding at September 30, 2013 and December 31, 2012)		322,515			322,515
Series AAA Preferred Membership Interests (9,458,485 units issued and outstanding at September 30, 2013 and December 31, 2012)		1,023,746			1,023,746
Series AA Preferred Membership Interests (1,504,648 units issued and outstanding at September 30, 2013 and December 31, 2012)		686,068			686,068
Series A Preferred Membership Interests (3,101,232 units issued and outstanding at September 30, 2013 and December 31, 2012)		1,299,263			1,299,263
Common Membership Interests (5,747,640 units issued and outstanding at September 30, 2013 and December 31, 2012)		311,493			311,493
Additional Paid-In-Capital		191,179			151,956
Members' Deficit		(5,274,552	)		(4,514,052	)
TOTAL MEMBERS' DEFICIENCY		(550,882	)		(501,905	)

TOTAL LIABILITIES AND MEMBERS' DEFICIENCY	$	14,721		$	18,299

	For the Nine Months Ended September 30,						Period from February 15, 2008 (Inception) to September 30,
	2013			2012			2013

REVENUES	$	-		$	8		$	28,592

EXPENSES
Research and Development		687,200			717,192			3,845,155
General and administrative		52,580			114,698			773,445
Impairment of Goodwill								634,799
Depreciation and amortization		3,860			16,077			124,198

TOTAL EXPENSES		743,640			847,967			5,377,597

OTHER INCOME (EXPENSE)
Interest Expense		(16,874	)	$	(6,096	)		(34,159	)
Interest Income		14			275			8,612
Other Income		-			100,000			100,000

TOTAL OTHER INCOME (EXPENSE)		(16,860	)		94,179			74,453

NET LOSS	$	(760,500	)	$	(753,780	)	$	(5,274,552	)

	As of
	September 30, 2013		December 31, 2012

Servers, computers and other related equipment	$	25,214	$	22,634
Office furniture		5,374		5,374
Leasehold Improvements		10,139		10,139
Total property and equipment		40,727		38,147

Less accumulated depreciation		36,307		34,365

Total Property and Equipment	$	4,420	$	3,782

	Nine Months Ended September 30, 2013
Exercise Price	$	0.03
Expected life (years)		6.00
Risk-free interest rate		0.94	%
Expected volatility		72.16	%
Expected dividend yield		0	%

	For the Period Ended September 30,
	2013		2012
Unit-based compensation expenses
Research and Development	$	22,533	$	13,026
General and Administrative		16,690		11,507

Total unit-based compensation, recorded in costs and expenses	$	39,223	$	24,533

	Raditaz, LLC			Duane Street Corp.			Adjustments			Notes		Pro Forma
ASSETS

CURRENT ASSETS
Cash and Cash Equivalents	$	-		$	14,490		$	3,568,013			(1, 2, 3)	$	3,582,503
Prepaid Expenses		7,301			1,500			(1,500	)		(1)		7,301
Other Current Assets		3,000			-			-					3,000
TOTAL CURRENT ASSETS		10,301			15,990			3,566,513					3,592,804

Property and Equipment, net		4,420			-			-					4,420

TOTAL ASSETS	$	14,721		$	15,990		$	3,566,513				$	3,597,224

LIABILITIES AND MEMBERS' DEFICIENCY

CURRENT LIABILIITES
Accounts Payable	$	192,959		$	500		$	(500	)		(1)	$	192,959
Accrued Liabilities and Other Current Liabilities		128,744			-			-					128,744
Note Payable, Short-Term		174,600			-			-					174,600
TOTAL CURRENT LIABILITIES		496,303			500			(500	)				496,303

Notes Payable, Long-Term		69,300											69,300
TOTAL LIABILITIES		565,603			500			(500	)				565,603

STOCKHOLDERS EQUITY
Preferred Stock		4,220,998			-			(4,220,998	)		(1)		-
Common Stock		311,493			176			(311,562	)		(1, 2, 3)		107
Additional Paid-In-Capital		191,179			57,724			8,057,163			(1, 2, 3)		8,306,066
Deficit Accumulated During the Development Stage		(5,274,552	)		(42,410	)		42,410			(1)		(5,274,552	)
TOTAL STOCKHOLDERS EQUITY (DEFECIT)		(550,882	)		15,490			3,567,013					3,031,621

TOTAL LIABILITIES AND STOCKHOLDERS EQUITY (DEFECIT)	$	14,721		$	15,990		$	3,566,513				$	3,597,224

	CÜR MEDIA, INC.

Dated: February 3, 2014	By:	/s/ Tom Brophy
	Name:	Tom Brophy
	Title:	Chief Executive Officer

ARTICLE I. THE CONTRIBUTION			2

	1.1	The Contribution.	2

	1.2	Private Placement Offering	2

	1.3	Registration Statement	3

	1.4	The Closing	3

	1.5	Actions at the Closing	3

	1.6	Additional Actions	4

	1.7	Contribution of Raditaz Membership Interests.	4

	1.8	[Reserved]	4

	1.9	Fractional Shares	4

	1.10	Escrow	5

	1.11	Post-Closing Adjustment	5

ARTICLE II. REPRESENTATIONS AND WARRANTIES OF RADITAZ AND THE MAJORITY HOLDER			6

	2.1	Organization, Qualification and Corporate Power	6

	2.2	Capitalization	6

	2.3	Authorization of Transaction	6

	2.4	Noncontravention	8

	2.5	Subsidiaries	8

	2.6	Financial Statements	8

	2.7	Absence of Certain Changes	9

	2.8	Undisclosed Liabilities	9

	2.9	Tax Matters	9

	2.10	Assets	10

	2.11	Owned Real Property	10

	2.12	Real Property Leases	10

	2.13	Contracts	11

	2.14	Accounts Receivable	12

	2.15	Powers of Attorney	12

	2.16	Insurance	12

	2.17	Litigation	13

	2.18	Employees	13

	2.19	Employee Benefits	13

	2.20	Environmental Matters	15

	2.21	Legal Compliance	16

	2.22	Customers	16

	2.23	Permits	26

	2.24	Certain Business Relationships With Affiliates	26

	2.25	Brokers’ Fees	26

	2.26	Books and Records	26

	2.27	Intellectual Property	17

	2.28	Disclosure	18

	2.29	Duty to Make Inquiry	18

	2.30	Majority Holder Approval	18

	2.31	Tax-Free Transaction	18

ARTICLE III. REPRESENTATIONS AND WARRANTIES OF PUBCO			18

	3.1	Organization, Qualification and Corporate Power	18

	3.2	Capitalization	19

	3.3	Authorization of Transaction	20

	3.4	Noncontravention	20

	3.5	Subsidiaries	20

	3.6	Exchange Act Reports	21

	3.7	Compliance with Laws	21

	3.8	Financial Statements	21

	3.9	Absence of Certain Changes	22

	3.10	Litigation	22

	3.11	Undisclosed Liabilities	22

	3.12	Tax Matters	22

	3.13	Assets	23

	3.14	Owned Real Property	23

	3.15	Real Property Leases	23

	3.16	Contracts	24

	3.17	Accounts Receivable	25

	3.18	Powers of Attorney	25

	3.19	Insurance	25

	3.20	Warranties	25

	3.21	Employees	25

	3.22	Employee Benefits	26

	3.23	Environmental Matters	27

	3.24	Permits	27

	3.25	Certain Business Relationships With Affiliates	28

	3.26	Split-Off	28

	3.27	Brokers’ Fees	28

	3.28	Disclosure	28

	3.29	Interested Party Transactions	28

	3.30	Duty to Make Inquiry	28

	3.31	Accountants	28

	3.32	Minute Books	29

	3.33	Board Action	29

ARTICLE IV. COVENANTS			29

	4.1	Closing Efforts	29

	4.2	Governmental and Third-Party Notices and Consents	29

	4.3	Current Report	29

	4.4	Operation of Raditaz Business	29

	4.5	Access to Raditaz Information	31

	4.6	Operation of Pubco Business	31

	4.7	Access to Pubco Information	32

	4.8	Expenses	33

	4.9	Indemnification	33

	4.10	Quotation of Pubco Shares	33

	4.11	Split-Off	33

	4.12	Stock Option Plan	33

	4.13	Information Provided to the	33

	4.14	No Shorting	34

	4.15	Lock-Up Agreements	34

	4.16	No Registration	34

ARTICLE V. CONDITIONS TO CONSUMMATION OF CONTRIBUTION			34

	5.1	Conditions to Each Party’s Obligations	34

	5.2	Conditions to Obligations of Pubco	35

	5.3	Conditions to Obligations of Raditaz	36

ARTICLE VI. INDEMNIFICATION			38

	6.1	Indemnification by Raditaz Members	38

ARTICLE VII. DEFINITIONS			42

ARTICLE VIII. TERMINATION			45

	8.1	Termination by Mutual Agreement	45

	8.2	Termination for Failure to Close	45

	8.3	Termination by Operation of Law	45

	8.4	Termination for Failure to Perform Covenants or Conditions	45

	8.5	Effect of Termination or Default; Remedies	45

	8.6	Remedies; Specific Performance	45

ARTICLE IX. MISCELLANEOUS			46

	9.1	Press Releases and Announcements	46

	9.2	Disclosure Schedules	46

	9.3	No Third Party Beneficiaries	46

	9.4	Entire Agreement	46

	9.5	Succession and Assignment	46

	9.6	Counterparts and Facsimile Signature	46

	9.7	Headings	46

	9.8	Notices	46

	9.9	Governing Law	47

	9.10	Amendments and Waivers	48

	9.11	Severability	48

	9.12	Submission to Jurisdiction	48

	9.13	Construction	48

Defined Term		Section

ADR Service		6.3(d)
ADR Procedure		6.3(d)
Affiliate		2.13(a)(vii)
Agreed Amount		6.3(c)
Agreement		Introduction
Business Day		1.4
Buyer		Introduction
CERCLA		2.20(a)
Claim Notice		6.3(b)
Claimed Amount		6.3(b)
Claims		1.16
Closing		1.4
Closing Date		1.4
Code		Introduction
Contemplated Transactions		8.3
Contribution		Introduction
Contribution Shares		1.1(d)
Controlling Party		6.3(a)
Current Report		4.3
Damages		6.1
Damages Threshold		6.5(a)(i)
Defaulting Party		8.6
Dispute		6.3(c)
Effective Time		1.1
Employee Benefit Plan		2.19(a)(i)
Environmental Claim		6.1(d)
ERISA		2.19(a)(ii)
ERISA Affiliate		2.19(a)(iii)
Escrow Agent		1.5(g)
Escrow Agreement		1.5(g)
Escrow Shares		1.7(b)
Exchange Act		2.6
Expected Claim Notice		6.4
GAAP		2.6
Governmental Entity		2.4

Indemnification Representative		1.10
Indemnified Executives		4.9(b)
Indemnifying Members		6.1
Initial Shares		1.7(b)
Intellectual Property		2.27(a)
Intellectual Property Rights		2.27(a)
Legal Proceeding		2.17
Lock-up Agreement		4.15
Maximum Offering Amount		1.2
Minimum Offering Amount		1.2
Non-Controlling Party		6.3(a)
Non-Defaulting Party		8.6
Ordinary Course of Business		2.4
OTC Markets		3.2
Party		Introduction
Permits		2.23
Placement Agent		1.2
PPO Price		Introduction
PPO Units		Introduction
PPO Warrants		Introduction
Private Placement Offering		Introduction
Prohibited Transaction		4.14
Pubco		Introduction
Pubco Certificate		5.3(f)
Pubco Common Stock		Introduction
Pubco Confidential Information		4.7(b)
Pubco Disclosure Schedule		Article III
Pubco Financial Statements		3.8
Pubco Liabilities		1.11(b)
Pubco Material Adverse Effect		3.1
Pubco Option Plan		4.6(d)
Pubco Options		1.1(e)
Pubco Reports		3.6
Pubco Restricted Stock Awards		1.1(e)
Pubco Subsidiary		2.5
Raditaz		Introduction
Raditaz Balance Sheet		2.6
Raditaz Balance Sheet Date		2.6

Raditaz Certificate		5.2(f)
Raditaz Confidential Information		4.5(b)
Raditaz Disclosure Schedule		Article II
Raditaz Financial Statements		2.6
Raditaz Interim Balance Sheet		2.6
Raditaz Interim Financial Statements		2.6
Raditaz Material Adverse Effect		2.1
Raditaz Membership Interests		Introduction
Raditaz Members		Introduction
Raditaz Subsidiary		2.5
Raditaz Year-End Financial Statements		2.6
Reasonable Best Efforts		4.1
Registration Statement		1.3
Response		6.3(c)
Restricted Holder		4.14
Securities Act		1.12(a)
Security Interest		2.4
Share Contribution		3.2
Split-Off		Introduction
Split-Off Agreement		Introduction
Split-Off Subsidiary		Introduction
Subsidiary		2.5
Tax Returns		2.9(a)(ii)
Taxes		2.9(a)(i)
Transaction Documentation		3.3
2014 Equity Incentive Plan		4.12