[Signature Page to Amendment No. 2 and Waiver to Sellers' Securities Agreement]

Re:

Amendment No. 2 and Waiver to Sellers’ Securities Agreement relating to the Subordinated Secured Notes due 2011 of Interactive Network, Inc.

““Consolidated Coverage Ratio” means, with respect to the Issuer on any Determination Date, the ratio of:

          (a) Consolidated EBITDA for the applicable Measurement Period, to

          (b) (i) Consolidated Interest Expense of the Issuer during such Measurement Period plus (ii) dividends or distributions on or in respect of any Capital Stock of any Senior Subordinated Obligor paid during such Measurement Period (except dividends or distributions paid to the Issuer or another Senior Subordinated Obligor and to the extent permitted by Section 7.02(h)); provided that the Consolidated Coverage Ratio shall be calculated giving pro forma effect, as of the beginning of the applicable Measurement Period, to any acquisition, incurrence, permanent repayment or redemption of

Indebtedness (including the Sellers’ Secured Notes), issuance or redemption of Disqualified Capital Stock, acquisition, Asset Sale, or purchases of assets that were previously leased, at any time during or subsequent to such Measurement Period, but on or prior to the applicable Determination Date.

In making such computation, Consolidated Interest Expense:

          (a) attributable to any Indebtedness bearing a floating interest rate shall be computed on a pro forma basis as if the rate in effect on the date of computation had been the applicable rate for the entire Measurement Period,

          (b) attributable to interest on any Indebtedness under a revolving Credit Facility shall be computed on a pro forma basis based upon the average daily balance of such Indebtedness outstanding during the applicable Measurement Period,

          (c) attributable to non-cash interest expense resulting from the amortization of the original issue discount on the Sellers’ Secured Notes, the Seller Notes and the Senior Secured Notes in accordance with GAAP shall be excluded from such computation (for the avoidance of doubt, interest paid in kind with respect to unsecured promissory notes issued to the Sellers in connection with the Various Acquisition shall be included in such computation), and

          (d) excludes any Amendment Fee and Waiver Fee provided in Sections 2 and 3 of Amendment No. 2 and Waiver to Sellers’ Securities Agreement dated as of October 8, 2009, so long as such Amendment Fee or Waiver Fee is not paid out of proceeds from the Qualified Initial Public Offering.

For purposes of calculating Consolidated EBITDA of the Issuer for the applicable Measurement Period,

          (a) any Person that is a Subsidiary on such Determination Date (or would become a Subsidiary on such Determination Date in connection with the transaction that requires the determination of the Consolidated Coverage Ratio) shall be deemed to have been a Subsidiary at all times during such Measurement Period,

          (b) any Person that is not a Subsidiary on such Determination Date (or would cease to be a Subsidiary on such Determination Date in connection with the transaction that requires the determination of the Consolidated Coverage Ratio) will be deemed not to have been a Subsidiary at any time during such Measurement Period,

          (c) if any Senior Subordinated Obligor shall have in any manner (i) acquired (including through an asset acquisition or the commencement of activities constituting such operating business), or (ii) disposed of (including by way of an Asset Sale or the termination or discontinuance of activities constituting such operating business) any operating business during such Measurement Period or after the end of such Measurement Period and on or prior to the Determination Date, such calculation shall be made on a pro forma basis in accordance with GAAP as if, in the case of an asset acquisition or the commencement of activities constituting such operating business, all

such transactions had been consummated on the first day of such Measurement Period and, in the case of an Asset Sale or termination or discontinuance of activities constituting such operating business, all such transactions had been consummated prior to the first day of such Measurement Period; provided, however, that such pro forma adjustment shall not give effect to the Consolidated EBITDA of any acquired Person to the extent that such Person’s net income would be excluded pursuant to clauses (a) through (g) of the definition of Consolidated Net Income; and

          (d) any Indebtedness incurred and proceeds thereof received and applied as a result of the transaction giving rise to the need to calculate the Consolidated Coverage Ratio will be deemed to have been so incurred, received and applied on the first day of such Measurement Period.”

          ““Consolidated EBITDA” means, with respect to any period, Consolidated Net Income for such period increased (without duplication), to the extent deducted in calculating such Consolidated Net Income, by (a) Consolidated Income Tax Expense for such period; (b) Consolidated Interest Expense for such period without regard to the proviso therein relating to reduction of Consolidated Interest Expense for Subsidiaries that are not Wholly-Owned Subsidiaries of the Issuer; (c) the reduction in revenue for fiscal years ended 2007 and 2008 resulting from adjusting deferred revenue for fair value in connection with the purchase accounting adjustments; and (d) depreciation, amortization and any other non-cash items for such period, less any non-cash items to the extent they increase Consolidated Net Income (including the partial or entire reversal of reserves taken in prior periods) for such period, of the Issuer and its Subsidiaries, including without limitation, amortization of capitalized debt issuance costs for such period, all of the foregoing determined on a consolidated basis for the Issuer and its Subsidiaries in accordance with GAAP; provided that, if any Subsidiary is not a Wholly Owned Subsidiary of the Issuer, Consolidated EBITDA shall be reduced (to the extent not otherwise reduced in accordance with GAAP) by an amount equal to (A) the amount of Consolidated EBITDA attributable to such Subsidiary multiplied by (B) the percentage ownership interest in such Subsidiary not owned on the last day of such period by the Issuer or any of its Subsidiaries.”

          ““Excess Cash Flow” means, with respect to any Person for any period, (i) Consolidated Net Income of such Person and its Subsidiaries for such period, plus (ii) all non-cash items of such Person and its Subsidiaries deducted in determining Consolidated Net Income for such period, plus (iii) the reduction in revenue for such period resulting from adjusting deferred revenue for fair value in connection with the purchase accounting adjustments, and less (iv) the cash portion of Capital Expenditures made by such Person and its Subsidiaries during such period to the extent permitted to be made under this Agreement, plus (v) all cash and non-cash VAT Liability items deducted in determining Consolidated Net Income for such period that relate to activities of Various, Inc. or its Subsidiaries prior to July 1, 2008. For the avoidance of doubt, no payment of VAT Liability that relates to activities of Various, Inc. or its Subsidiaries prior to July 1, 2008, irrespective of whether such payments are permitted by Section 7.02(q), shall be deducted in calculating Consolidated Net Income. For the further avoidance of doubt, (y) any refunds of VAT Liability payments made by any Governmental Authority, after any Obligor has deducted any funds required by law to be reserved for refunds to customers relating to transactions that have occurred on and after July 1, 2008, and (z) net cash proceeds (after attorney’s fees and expenses and any funds required by law to be reserved for refunds to customers) relating to any final nonappealable judgments of any successful prosecution of claims relating to VAT Liability against third parties corresponding to periods prior to July 1, 2008 relating to the activities of Various, Inc. or its Subsidiaries shall in each case be included in Excess Cash Flow.”

          “Notwithstanding the foregoing, for purposes of the quarters ended March 31, 2008, June 30, 2008 and September 30, 2008, the Measurement Period shall be the quarterly period most recently ended.”

          ““FFN Notes” means (i) FFN’s 15% Senior Secured Notes due 2010 in the initial aggregate principal amount of $5,000,000 issued pursuant to the Securities Purchase Agreement, dated as of August 28, 2006, by and among FFN, each Subsidiary of FFN listed as a guarantor therein, the holders of the securities listed therein, and the agent party thereto, as amended, (ii) FFN’s 15% Senior Secured Notes due 2010 in the initial aggregate principal amount of $33,000,000 issued pursuant to the Securities Purchase Agreement, dated as of August 17, 2005, by and among FFN, each Subsidiary of FFN listed as a guarantor therein, the holders of the securities listed therein, and the agent party thereto, as amended and (iii) the Subordinated Notes.”

          ““Required Holders” means the Holders whose Pro Rata Shares aggregate at least 51%.”

          ““Other Waivers” means collectively (i) that certain Third Amendment and Limited Waiver to the Securities Purchase Agreements relating to the FFN Notes (other than the Subordinated Notes), (ii) the amendment and waiver agreement with respect to the Subordinated Notes dated October 8, 2009 and (iii) the waiver from the holders of the Senior Secured Notes, each as in effect as of the Second Amendment Effective Date.”

          ““Second Amendment Effective Date” means the date on which Amendment No. 2 and Waiver to Sellers’ Security Agreement dated as of October 8, 2009, which amends this Agreement, became effective pursuant to its terms.”

          ““VAT” means value added tax and related interest, fines and penalties.”

          ““VAT Liability” means all liabilities, monetary obligations, losses, damages, punitive damages, consequential damages, costs and expenses (including all reasonable fees, disbursements and expenses of counsel, experts and consultants and costs of investigations, but excluding all such amounts arising in connection with pursuit of indemnification and other damages and remedies concerning the VAT Liability), fines, penalties, sanctions and interest incurred as a result of any claim or demand by any Governmental Authority or any third party, and which relate to payment of VAT by any Obligor.”

          ““Waiver Fees” means (i) a non-refundable waiver fee equal to 1.00% of the outstanding principal amount of the Senior Secured Notes on the date of the earlier of (a) consummation of a Qualified Initial Public Offering or (b) March 31, 2010 payable to the Holders of the Senior Secured Notes; and (ii) a non-refundable waiver fee equal to 1.00% of the outstanding principal amount of the Sellers’ Secured Notes on the date of the earlier of (a) consummation of a Qualified Initial Public Offering or (b) March 31, 2010 payable to the Holders of the Sellers’ Secured Notes; provided, however, that if the waiver fees with respect to the Senior Secured Notes are increased, the waiver fees with respect to the Seller’s Secured Notes will be similarly increased.”

(l) Section 2.07(d) of the SSA is hereby amended in its entirety to read as follows:

          “Not later than ten Business Days following the receipt of cash proceeds (after deduction of (i) underwriting discounts and commissions and (ii) unpaid out-of-pocket expenses of up to $11,000,000 less any amounts already paid or from time to time paid for expenses in connection with a Qualified Initial Public Offering under clauses (1) and (2) of Section 7.02(h)(c) hereof) from a Qualified Initial Public Offering, the Issuer shall (i) pay the Waiver Fees, if not already paid on March 31, 2010 in accordance with the definition of “Waiver Fees,” (ii) after payment of the Waiver Fees, prepay the Senior Secured Notes in an aggregate amount equal to 50% of the remaining cash proceeds received from such Qualified Initial Public Offering at a redemption price of 115% of the principal amount redeemed, plus accrued and unpaid interest thereon to such redemption date, (iii) to the extent there are remaining cash proceeds received from such Qualified Initial Public Offering, prepay as much as possible any remaining Senior Secured Notes, at a redemption price of 105% of the principal amount redeemed, plus accrued and unpaid interest thereon to such redemption date; provided that notwithstanding the foregoing, if any holder of Senior Secured Notes foregoes its right to receive such prepayment, such funds must be used to prepay the other holders of Senior Secured Notes on a pro rata basis with 50% of such proceeds to be paid at a redemption price of 115% of the principal amount redeemed and the remaining 50% of such proceeds to be paid at a redemption price of 105% of the principal amount redeemed, (iv) to the extent there are remaining cash proceeds received from such Qualified Initial Public Offering, prepay the Sellers’ Secured Notes, at a redemption price of 100% of the principal amount redeemed, in an aggregate amount equal to the greater of (1) the amount by which such remaining cash proceeds, after reduction for the portion thereof required to be paid on the Senior Secured Notes under the terms of the Senior Secured Note Documents, exceeds Issuer’s reasonable allocation of a portion of such net proceeds for use as working capital and then identified strategic acquisitions and (2) ninety percent (90.0%) of such cash proceeds, after reduction for the portion thereof required to be paid on the Senior Secured Notes under the terms of the Senior Secured Note Documents, and (v) to the extent there are any remaining cash proceeds after payment in full of the Senior Secured Notes and Sellers’ Secured Notes, prepay in cash as much as possible of the FFN Notes (excluding the Subordinated Notes) on a pro rata basis at a redemption price equal to 100% of the principal amount redeemed, plus accrued and unpaid interest thereon to such date of redemption.”

          “If revenue generated from the credit card processing agreements referenced in the officer certificate at any time (measured at the end of each calendar month) accounts for less than 90% of the credit card processing revenue of the Issuer or any of its Subsidiaries, the Issuer shall within 30 days of such date, deliver additional credit card processing agreements to account for at least 90% of credit card processing revenue, together with a new certificate signed by an Authorized Officer of the Issuer and the Senior Subordinated Guarantors certifying that the schedule of credit processing agreements attached to such certificate account for at least 90% of the credit card processing revenue of the Issuer and the Senior Subordinated Guarantors.”

          “(2) Without limitation to Section 7.01(i)(1), (A) promptly notify the Agent of any material accounts established after the Closing Date that would have been required to be disclosed on Schedule 6.01(v) to the Securities Purchase Agreement if they had been maintained as of the Closing Date, (B) cause to be promptly executed and delivered an Account Control Agreement relating to each new account required to be disclosed pursuant to the foregoing clause (A) except for the Accommodation Bank Accounts, as such term is defined below, and (C) take such other action reasonably requested by the Agent to maintain the validity, perfection and priority of the Holders’ Liens on such accounts, except for the Accommodation Bank Accounts (other than the Wells Fargo Bank Account listed on Schedule 7.01(u), to which this clause (C) does apply).”

(p) Section 7.01(u) of the SSA is hereby amended in its entirety to read as follows:

          “(u) Accommodation Bank Accounts. Cause the following conditions to be met with respect to the bank accounts listed on Schedule 7.01(u) hereto (the “Accommodation Bank Accounts”):

(1)

Sweep all funds contained in the account of Wachovia Bank, National Association described on Schedule 7.01(u) to a Secured Obligor’s operating account that is subject to an effective Account Control Agreement at the following times: (i) at least once each calendar month following the Second Amendment Effective Date, and (ii) at such time as the account balance equals or exceeds $25,000, which sweep shall be the only means by which the account holder may deduct funds from this account. Following any sweep, a maximum of $2,500 may remain in the account and no sweep will be required if the account balance is not greater than $2,500;

(2)

Sweep all funds contained in each account of Bank of America described on Schedule 7.01(u) to a Secured Obligor’s operating account that is subject to an effective Account Control Agreement at the following times: (i) at least once each calendar month following the Second Amendment Effective Date, and (ii) at such time as the account balance of each such account equals or exceeds $25,000, which sweep shall be the only means by which the account holder may deduct funds from each such account. Following any sweep, a maximum of $2,500 may remain in each account and no sweep will be required if the account balance is not greater than $2,500;

(3)

Sweep all funds contained in the account of PayPal described on Schedule 7.01(u) to a Secured Obligor’s operating account that is subject to an effective Account Control Agreement at the following times: (i) at least once each calendar month following the Second Amendment Effective Date, and (ii) at such time as the account balance equals or exceeds $25,000, which sweep shall be the only means by which the account holder may deduct funds from this account. Following any sweep, a maximum of $2,500 may remain in the account and no sweep will be required if the account balance is not greater than $2,500;

(4)

Cause the aggregate account balances of the Dresdner Bank AG accounts described on Schedule 7.01(u) to remain below €35,000 at all times following the Second Amendment Effective Date;

(5)

Cause the Wells Fargo Bank account listed on Schedule 7.01(u) to be subject to an Account Control Agreement no later than sixty (60) days following the Second Amendment Effective Date; and

(6)

Cause the funds deposited into the ING EURO – Belgium account listed on Schedule 7.01(u) to be used solely to pay VAT Liability for Spain in a manner otherwise consistent with this Agreement.

(q) Section 7.01(v) of the SSA is hereby amended in its entirety to read as follows:

          “(v) Board Composition. To the extent allowed by the national securities exchange on which FFN’s securities are listed, if applicable, FFN shall take reasonable steps to cause (i) to be nominated one designee of the Required Holders to the Board of Directors of FFN (and every committee thereof, except as set forth in this paragraph), which designee shall be (A) reasonably satisfactory to FFN so long as no Event of Default has occurred and is occurring or (B) upon the consummation of a Qualified Initial Public Offering, reasonably acceptable to FFN’s Nominating Committee of the Board of Directors and subject to compliance with the applicable national securities exchange regulations (the “Board Designee”) and (ii) one designee of the Required Holders to be permitted to attend all meetings of the Board of Directors of FFN (and every committee thereof, except as set forth in this paragraph) as an observer (the “Board Observer”). The Board of Directors of FFN will meet at least one (1) time per Fiscal Quarter. If the Board Designee has been designated, he or she will be entitled to receive copies of all materials distributed at all meetings of the Board of Directors of FFN. If the Board Observer has been designated, he or she will be entitled to receive copies of all materials distributed at

all meetings of the Board of Directors of FFN (and every committee thereof, except as set forth in this paragraph). However, the Board Observer may be excused from any meeting of the Board of Directors or any committee thereof, and may be limited from receiving any board materials, upon the advice of FFN’s outside counsel and, among other things, will be subject to the same confidentiality requirements as if he or she were a Director. Upon election of the Board Designee, FFN will execute a customary form of indemnification agreement in favor of the Board Designee in his or her capacity as a director of FFN. At all times during the tenure of the Board Designee, FFN shall maintain a directors’ and officers’ liability insurance policy with coverage in an amount not less than $10,000,000 from financially sound and reputable insurers. FFN shall pay to the Board Designee the same compensation for his or her services as a director of FFN as the compensation, if any, paid to non-employee directors of FFN. Notwithstanding any of the foregoing, the Board Designee shall not be entitled to representation on FFN’s Audit Committee, Nominating and Corporate Governance Committee and Compensation Committee.”

(r) Section 7.01(w) of the SSA is hereby amended in its entirety to read as follows:

          “(w) Back-Up Data Center. Cause a Back-Up Data Center to be established, completed and fully operational by March 31, 2009.”

(s) Section 7.01 of the SSA is hereby amended by adding the following new clauses at the end thereof:

          “(x) Registration Statement. Cause the first Demand Registration Statement (as defined in the Registration Rights Agreement) to be filed in accordance with the Registration Rights Agreement no later than four months after the consummation of the Qualified Initial Public Offering and use its best efforts to cause the first Demand Registration Statement to be declared effective by the SEC no later than 180 days after the consummation of the Qualified Initial Public Offering. Notwithstanding the foregoing, the declaration of effectiveness of such Demand Registration Statement may be delayed to provide for any customary lock-up period and extension required by the underwriters of the Qualified Initial Public Offering, and such delay shall not constitute a breach of this covenant.

          (y) Landlord and Collocation Consents. No later than sixty (60) days after entering into a real property lease (including a production facility lease) (but in no event less than sixty (60) days after the Second Amendment Effective Date), use its commercially reasonable efforts to obtain a landlord consent, in form and substance satisfactory to the Required Holders, for each such real property lease. No later than sixty (60) days after entering into a service agreement concerning the collocation of servers, obtain a letter agreement, in form and substance satisfactory to the Required Holders, from each such new counterparty to a service agreement relating to such servers.

i.

September 30, 2009

1.7 to 1.0

ii.

December 31, 2009

1.7 to 1.0

iii.

March 31, 2010

1.8 to 1.0

iv.

June 30, 2010

1.8 to 1.0

v.

September 30, 2010

1.8 to 1.0

vi.

December 31, 2010

1.8 to 1.0

vii.

March 31, 2011

2.0 to 1.0

viii.

June 30, 2011, and at the end of each Measurement Period thereafter

2.1 to 1.0”

i.

September 30, 2009

5.6 to 1.0

ii.

December 31, 2009

5.6 to 1.0

iii.

March 31, 2010

5.3 to 1.0

iv.

June 30, 2010

5.3 to 1.0

v.

September 30, 2010

5.3 to 1.0

vi.

December 31, 2010

5.3 to 1.0

vii.

March 31, 2011

4.8 to 1.0

viii.

June 30, 2011, and at the end of each Measurement Period thereafter

3.4 to 1.0”

Obligation Waived

Restated Obligation (if any)

1.

The obligations (i) pursuant to SSA Section 7.01(a)(2) to deliver items required for the 2007 and 2008 Fiscal Years, respectively, within 90 days after the end of the 2007 and 2008 Fiscal Years, respectively, and (ii) pursuant to SSA Section 7.01(a)(4) to deliver officer’s certificates for the Fiscal Quarters ended March 31, 2008, June 30, 2008, September 30, 2008, March 31, 2009 and June 30, 2009.

Issuer must deliver all such items for the 2007 and 2008 Fiscal Years and the Fiscal Quarters ended March 31, 2008, June 30, 2008, September 30, 2008, March 31, 2009 and June 30, 2009 on or before 5 days after the effectiveness of this Amendment and Waiver.

2.

Solely with respect to matters waived by this Amendment and Waiver, the obligation pursuant to SSA Section 7.01(a)(6) to deliver as soon as possible, and in any event within three (3) days after the occurrence of an Event of Default or Default, event or development that could have a Material Adverse Effect and the action which the affected Obligor proposes to take with respect thereto.

None.

3.

Solely as concerns the respective legal entity name changes for Penthouse Media Group Inc. to FriendFinder Networks Inc. and for its indirect wholly-owned subsidiary FriendFinder Network, Inc. to FriendFinder California Inc., the obligation pursuant to SSA Section 7.01(a)(12) to provide, no later than 30 days before such change becomes effective, all information relating to any change of name, organizational structure or jurisdiction or organization of any Obligor or the obligation pursuant to SSA Section 7.02(l)(iii) not to amend the certificates of incorporation related to such name changes.

Not applicable.

Obligation Waived

Restated Obligation (if any)

4.

Solely as concerns the legal entity name change from PMGI to FriendFinder Networks Inc., the obligation pursuant to Parent Security and Pledge Agreement Section 4 to not change its name, organizational structure or jurisdiction of organization in any manner, without providing at least 15 days’ prior written notice to Agent.

None.

5.

Solely as concerns the legal entity name change from FriendFinder Network, Inc. to FriendFinder California Inc., the obligation pursuant to the Issuer Security and Pledge Agreement Section 4 to not change its name, organizational structure or jurisdiction of organization in any manner, without providing at least 15 days’ prior written notice to Agent.

None.

6.

Solely as concerns the amendment and restatement of the articles of incorporation of FFN substantially in the form of Exhibit A attached hereto (and the filing thereof with the Nevada Secretary of State) in connection with the consummation of a Qualified Initial Public Offering, any obligation of any Obligor pursuant to SSA Section 7.02(l)(iii).

Not applicable.

7.

Solely as concerns the prospective changes to effect a reverse stock split of the Series A Convertible Preferred Stock of FFN, a reverse stock split of the Series B Convertible Preferred Stock of FFN and a reverse stock split of the Common Stock of FFN, each in the range of 15:1 to 25:1, as determined by the Board of Directors of FFN to be in the best interests of FFN in connection with the consummation of a Qualified Initial Public Offering, any obligation of any Obligor pursuant to SSA Section 7.02(l)(iii).

Not applicable.

Obligation Waived

Restated Obligation (if any)

8.

Solely as concerns the amendment and restatement of the bylaws of FFN substantially in the form of Exhibit B attached hereto in connection with the consummation of a Qualified Initial Public Offering, any obligation of any Obligor pursuant to SSA Section 7.02(l)(iii)(A).

Not applicable.

9.

Solely as concerns (i) the amendment and restatement of the Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock of FFN substantially in the form of Exhibit C- 1 attached hereto (and the filing thereof with the Nevada Secretary of State), or if all shares of Series A Convertible Preferred Stock of FFN have been converted into common stock of FFN, the withdrawal of the Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock of FFN and (ii) the amendment and restatement of the Certificate of Designations, Preferences and Rights of Series B Convertible Preferred Stock of FFN substantially in the form of Exhibit C-2 attached hereto (and the filing thereof with the Nevada Secretary of State), or, if all shares of Series B Convertible Preferred Stock of FFN have been converted into common stock of FFN, the withdrawal of the Certificate of Designations, Preferences and Rights of Series B Convertible Preferred Stock of FFN, in each case in connection with the consummation of a Qualified Initial Public Offering, any obligation of any Obligor pursuant to SSA Section 7.02(l)(iii).

Not applicable.

10.

The obligation pursuant to SSA Section 5.02(b) to deliver within 60 days after the Closing Date for each Non-Obligor the documents contemplated by Section 5.01(f)(2), (3), (7), (8), (9), (10) and (18),

Obligation deemed timely fulfilled.

Obligation Waived

Restated Obligation (if any)

together with (i) a copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of such Obligor certified as of a date not more than 30 days prior to the Closing Date by an appropriate official of the jurisdiction of organization of such Non-Obligor which shall set forth the same complete name of such Non-Obligor as is set forth herein and the organizational number of such Non- Obligor, if an organized number is issued in such jurisdiction and (ii) a certificate of an officer of each Non-Obligor attaching a copy of the by-laws, limited liability company agreement, operating agreement, agreement of limited partnership or other organizational document of such Non- Obligor, together with all amendments thereto.

11.

The obligation pursuant to SSA Section 5.02(c) to deliver Account Control Agreements.

See Section 7.01(u).

12.

The obligation pursuant to SSA Section 5.02(d) to deliver the foreign senior guarantor perfection certificate within 75 days of the Closing Date.

Obligation deemed timely fulfilled.

13.

The obligation pursuant to SSA Section 5.02(e) to deliver the FFN perfection certificate within 90 days of the Closing Date.

Obligation deemed timely fulfilled.

14.

The obligation pursuant to SSA Section 5.02(f) to deliver letter agreements concerning credit card processing agreements and an officer certificate within 90 days after the Closing Date, and to deliver letter agreements concerning new credit card processing agreements within 150 days after the Closing Date.

Obligation deemed timely fulfilled.

Obligation Waived

Restated Obligation (if any)

15.

Solely with respect to the leased locations at 445 Sherman Avenue, Palo Alto, CA 94306, 260 Sheridan Avenue, Palo Alto, CA 94306 and 5258 South Eastern Avenue, Las Vegas, Nevada 89119, the obligation pursuant to SSA Section 5.02(g)(i) to deliver landlord consents within 90 days after the Closing Date.

Obligation deemed timely fulfilled. Company shall make commercially reasonable efforts for a period not to exceed 45 days after the Second Amendment Effective Date to obtain landlord waivers for (i) 20 Broad Street, New York lease on substantially the same terms as the landlord waiver previously obtained for 2 Penn Plaza lease, and (ii) the 19749 Dearborn Street, Chatsworth, CA 91311 lease on terms reasonably acceptable to Agent.

16.

The obligation pursuant to SSA Section 7.01(j) with respect to notice to Agent of any change in the location of any Collateral in connection with the leased locations at 220 Humboldt Ct., Sunnyvale, CA 94089 and 19749 Dearborn Street, Chatsworth, CA 91311.

Obligation deemed timely fulfilled.

17.

Solely with respect to Obligors FriendFinder United Kingdom Ltd., Streamray Processing Ltd., Tan Door Media Inc., Streamray Studios Inc., Wight Enterprise Limited and Ventnor Enterprise Limited, the obligation pursuant to SSA Sections 7.01(i) to execute, acknowledge and deliver certain documents as the Agent may reasonably require and notify the Agent of certain accounts, deliver Account Control Agreements relating thereto and take action to maintain the liens on such accounts and 7.01(m) to execute the Guaranty, pursuant to a joinder agreement, and deliver an opinion of counsel to the Agent within 10 Business Days of the date on which it was acquired or created.

Obligation deemed timely fulfilled.

18.

Solely with respect to FriendFinder Processing (India) Private Limited, FriendFinder GmbH, Streamray Processing Philippines, Inc., FriendFinder Processing Philippines, Inc. and FriendFinder (Switzerland) AG, the obligation pursuant to SSA Section 7.01(i) to execute, acknowledge and deliver certain documents

None, based on the representations of the Obligors that FriendFinder Processing (India) Private Limited, Streamray Processing Philippines, Inc. and FriendFinder Processing Philippines, Inc. have each been dissolved and FriendFinder (Switzerland) AG has been sold pursuant to Section 6(e) hereof and in the letter agreement delivered pursuant to Section 7(h) hereof with respect to FriendFinder GmbH.

Obligation Waived

Restated Obligation (if any)

as the Agent may reasonably require and notify the Agent of certain accounts, deliver Account Control Agreements relating thereto and take action to maintain the liens on such accounts and SSA Section 7.01(m) to execute the Guaranty, pursuant to a joinder agreement, and deliver an opinion of counsel to the Agent within 10 Business Days of the date on which it was acquired or created.

19.

SSA Sections 7.01(i) and (m) with respect to all accounts listed on Schedule 7.01(u), up to the Second Amendment Effective Date.

None.

20.

The obligation pursuant to SSA Section 5.02(g)(ii) to deliver letter agreements within 90 days after the Closing Date.

Obligation deemed timely fulfilled.

21.

As to the Fiscal Quarters ended March 31, 2008 and September 30, 2008, respectively, the obligation under SSA Section 7.01(v) to have held a meeting of the Board of Directors of FFN.

None.

22.

SSA Section 7.02(l) as it relates to the Other Waivers and the amendment and waiver agreements with respect to the Subordinated Notes dated December 19, 2008 and March 20, 2009 (provided that such waiver is given with respect to the Subordinated Notes amendment and waiver agreement dated December 19, 2008, only provided that the amendment fee described therein has been amended and restated pursuant to the Other Waiver pertaining to the Subordinated Notes to provide that such fee will be paid in additional Subordinated Notes).

None.

23.

SSA Sections 7.02(b), 7.02(l), 7.03(e) and 7.03(f) as they relate to (i) the payment of the amendment fee in Section 4 of the Third Amendment and Limited Waiver to

None.

Obligation Waived

Restated Obligation (if any)

the Securities Purchase Agreements relating to the FFN Notes (other than the Subordinated Notes) dated October 8, 2009 and (ii) the amendment fee provided in the amendment and waiver agreement with respect to the Subordinated Notes dated October 8, 2009, which amendment fees described in (i) and (ii) above are to be paid in additional Indebtedness.

24.

SSA Section 7.02(l) as it relates to the amendment and restatement of the Seller Note substantially in the form attached hereto as Exhibit D and SSA Sections 7.02(b) and 7.03(e) solely to the extent that (i) the adjustment in principal amount reflected in the amendment and restatement of the Seller Note or (ii) any adjustment in principal amount made in accordance with Section 4(a) of the letter agreement, dated October 8, 2009, between the Issuer, the holders of the Seller Notes, and the other parties thereto, in the form attached hereto as Exhibit E, constitutes an increase in Indebtedness.

25.

SSA Section 7.02(l), solely to the extent necessary to allow the Issuer or any of its Subsidiaries to (i) grant a security interest in the collateral (whether now existing or hereafter arising) securing the Senior Secured Notes and Sellers’ Secured Notes (“Security Interest”) in favor of the Seller Notes upon the repayment in full of the Senior Secured Notes and Sellers’ Secured Notes and (ii) grant a security interest in any portion of the collateral (whether now existing or hereafter arising) securing the Senior Secured Notes and Sellers’ Secured Notes in favor of up to $150,000,000 in additional debt (“New Debt”), which New Debt may be secured, if and to the extent such New Debt is to be secured, after the repayment in full of the Senior Secured Notes and Sellers’ Secured Notes and the

None.

Obligation Waived

Restated Obligation (if any)

granting of the Security Interest in favor of the Seller Notes, such that the Seller Notes would share dollar for dollar with the New Debt in any amount realized from the lien securing the New Debt.

26.

Solely as concerns the payments made to Bell & Staton, Inc., or any of its affiliates, in 2007, 2008 and 2009 as described on Schedule 2-A hereto, any obligation of any Obligor pursuant to SSA Section 7.02(h) not to make payments except as set forth on Schedule 7.02(h)(i) and Schedule 7.02(h)(ii) and pursuant to SSA Section 7.02(j) not to make payments to Affiliates other than permitted by SSA Section 7.02(h), to the extent that the management payments listed on Schedule 2-A were made during the continuance of an event of default under the FFN Notes (except for the Subordinated Notes).

None.

27.

Solely as concerns the payments made to Hinok Media Inc. (and payments made to YouMu, Inc. in lieu of Hinok Media Inc. in violation of Section 10 of the Independent Contractor Agreement, dated September 21, 2007, between Hinok Media Inc. and Various, Inc. which prohibits such assignment) and Legendary Technology Inc. set forth on Schedule 2-B hereto, any obligation of any Obligor pursuant to SSA Section 7.02(h) not to make payments to any stockholder or equity holder except as set forth on Schedule 7.02(h)(i) and Schedule 7.02(h)(ii) and pursuant to SSA Section 7.02(j) not to enter into transactions with Affiliates other than permitted by SSA Section 7.02(h).

None.

28.

Solely as concerns the entry by FFN into agreements with each of Marc H. Bell, Daniel C. Staton, Andrew Conru and Lars Mapstead or their affiliates as described in Section 7 of the letter agreement, dated October 8, 2009, between the Issuer, the

None.

Obligation Waived

Restated Obligation (if any)

holders of the Seller Notes, and the other parties thereto, in the form attached hereto as Exhibit E, any obligation of FFN pursuant to SSA Section 7.02(j) not to enter into transactions with Affiliates other than permitted by SSA Section 7.02(h); provided, for the avoidance of doubt, that no payments of any kind under such agreements will be made until the prior repayment in full in cash of the Subordinated Secured Notes.

29.

Solely as it concerns frozen assets not exceeding €610,343 with respect to that certain Various, Inc. credit card processing account administered by Global Collect, NV located in the Netherlands, an obligation of any Obligor not to create, incur, assume or suffer to exist any Liens other than permitted by SSA Section 7.02(a).

None.

30.

SSA Section 9.01(e) with respect to defaults arising under the FFN Notes and the Senior Secured Notes, solely to the extent such defaults have been duly waived pursuant to the Other Waivers and the amendment and waiver agreements with respect to the Subordinated Notes dated December 19, 2008 and March 20, 2009.

None.