On May 28, 2021, Paltalk, Inc. (the "Company") executed a consulting agreement
(the "Consulting Agreement"), effective May 25, 2021 (the "Effective Date"), by
and among Clifford Lerner, a stockholder and former executive and director of
the Company, and Clifford Ventures Corp., an entity wholly owned by Mr. Lerner
(the "Consultant"), pursuant to which the Consultant will serve as an
independent contractor and provide certain Services (as defined by the
Consulting Agreement) to the Company in exchange for, among other things, a
monthly consulting fee. The term of the Consulting Agreement began on the
Effective Date and will remain in effect until December 8, 2021, unless earlier
terminated in accordance with its terms (the "Term"). Pursuant to the Consulting
Agreement, Mr. Lerner will be prohibited from (i) transferring any securities of
the Company held by Mr. Lerner during the Term or (ii) selling any securities of
the Company at a price below certain designated minimum pricing thresholds (as
such pricing thresholds may be adjusted for stock dividends, splits,
recapitalizations and similar transactions) as follows: (a) up to 50,000 shares
of common stock at an effective price of no less than $5.00 per share, (b)
50,000 shares of common stock at an effective price of no less than $6.00 per
share and (c) an unlimited number of shares of common stock at an effective
price of no less than $7.00 per share. By entering into the Consulting
Agreement, Mr. Lerner has effectively waived his registration rights during the
Term for offerings conducted by the Company below the price thresholds set forth
therein. The Consulting Agreement also contains customary indemnification and
termination for "cause" provisions.
Paltalk, Inc. is a communications software provider that powers multimedia social applications. Its products include Paltalk, Camfrog, ManyCam, Tinychat and Vumber. Paltalk and Camfrog are both available on Windows, Mac OS, iOS, Android and other tablet devices. Together, these products power a collection of video-based communities, with technology to host thousands of simultaneous live group conversations on topics such as politics, financial markets, music and dating, among others. ManyCam is a live streaming software and virtual camera that allows users to deliver professional live videos on streaming platforms, video conferencing apps and distance learning tools. Vumber is a telecommunications services provider that enables users to communicate privately by having multiple phone numbers with any area code through which calls can be forwarded to a user's existing telephone number. Tinychat is Web-based, enables adaptations of its video technology and does not require a download.
PALTALK, INC. 
