SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 ___________________________________

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No.    )*

 ___________________________________

iSatori, Inc.

(Name of issuer)

Common Stock, par value $0.01 per share

(Title of class of securities)

464260108

(CUSIP number)

Stephen Adelé

c/o iSatori, Inc.

15000 W 6^th Avenue, Suite 202

Golden, CO  80401

(303) 215-9175

(Name, address and telephone number of person authorized to receive notices and communications)

with a copy to:

Roger W. Wells

McGrath North Mullin & Kratz, PC

First National Town, Suite 3700

1601 Dodge Street

Omaha, NE 68102

May 28, 2015

(Date of event which requires filing of this statement)

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

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

*

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

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

Note 1: Calculated in accordance with Rule 13d-3(d)(1), based on 13,368,791 shares of the Issuer’s Common Stock outstanding as of May 26, 2015.

Note 1: The reporting person has sole voting and dispositive power over the shares owned by Stephen Adele Enterprises, Inc. through his position as President and Chief Executive Officer of Stephen Adele Enterprises, Inc.

Note 2: Calculated in accordance with Rule 13d-3(d)(1), based on 13,368,791 shares of the Issuer’s Common Stock outstanding as of May 26, 2015.

Note 1: Includes 2,658,070 shares of the Issuer’s Common Stock, 1,900 shares of the Issuers Common Stock Issuable upon conversion of Series A Preferred Stock owned by the Reporting Person and 1,625 shares of the Issuers Common Stock Issuable upon conversion of Series D Preferred Stock owned by the Reporting Person.

Note 2: Calculated in accordance with Rule 13d-3(d)(1), based on 13,368,791 shares of the Issuer’s Common Stock outstanding as of May 26, 2015 and a total of 3,525 shares of the Issuers Common Stock issuable upon the conversion of all of the outstanding Series A Preferred Stock and Series D Preferred Stock owned by the Reporting Person.

Note 1: Includes 1,113,790 shares of the Issuer’s Common Stock and 1,625 shares of the Issuers Common Stock Issuable upon conversion of Series D Preferred Stock owned by the Reporting Person.

Note 2: Calculated in accordance with Rule 13d-3(d)(1), based on 13,368,791 shares of the Issuer’s Common Stock outstanding as of May 26, 2015 and a total of 1,625 shares of the Issuers Common Stock issuable upon the conversion of all of the outstanding Series D Preferred Stock owned by the Reporting Person.

Note 1: Beneficial ownership of the units referred to herein is being reported hereunder solely because the reporting person may be deemed to beneficially own such securities as the investment manager of RENN Universal Growth Investment Trust PLC and RENN Global Entrepreneurs Fund Inc. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any Reporting Person that it is the beneficial owner of any of the securities referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed.

Note 2: Calculated in accordance with Rule 13d-3(d)(1), based on 13,368,791 shares of the Issuer’s Common Stock outstanding as of May 26, 2015 and a total of 5,150 shares of the Issuers Common Stock issuable upon the conversion of all of the outstanding Series A Preferred Stock and Series D Preferred Stock owned by the Reporting Person.

Note 1: Beneficial ownership of the units referred to herein is being reported hereunder solely because the reporting person may be deemed to beneficially own such securities as President of RENN Capital Group, Inc., investment manager of RENN Universal Growth Investment Trust PLC and RENN Global Entrepreneurs Fund Inc. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any Reporting Person that it is the beneficial owner of any of the securities referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed.

Note 2: Calculated in accordance with Rule 13d-3(d)(1), based on 13,368,791 shares of the Issuer’s Common Stock outstanding as of May 26, 2015 and a total of 5,150 shares of the Issuers Common Stock issuable upon the conversion of all of the outstanding Series A Preferred Stock and Series D Preferred Stock deemed owned by the Reporting Person.

Note 1: On May 18, 2015, in connection with the entrance by the Reporting Person into that certain Agreement and Plan of Merger, by and Among the Reporting Person, the Issuer, and ISFL Merger Sub, Inc., a wholly owned subsidiary of the Reporting Person (the “Merger Agreement”), the Reporting Person entered into a Voting and Standstill Agreement, dated as of May 18, 2015, by and among the Reporting Person, Stephen Adele Enterprises, Inc., Stephen Adelé, RENN Universal Growth Investment Trust PLC, RENN Global Entrepreneurs Fund Inc. and Russell Cleveland (collectively, the “Shareholders”) pursuant to which the Shareholders agreed to vote the shares of the Issuer’s Common Stock held by them in favor of the merger contemplated by the Merger Agreement. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any Reporting Person that it is the beneficial owner of any of the securities referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed.

Note 2: Calculated in accordance with Rule 13d-3(d)(1), based on 13,368,791 shares of the Issuer’s Common Stock outstanding as of May 26, 2015 and a total of 5,150 shares of the Issuers Common Stock issuable upon the conversion of all of the outstanding Series A Preferred Stock and Series D Preferred Stock deemed owned by the Reporting Person.

Item 1.

Security and Issuer.

This statement on Schedule 13D (as amended, “Schedule 13D”) relates to the shares of common stock, $0.01 par value per share (“Common Stock”) of iSatori, Inc. (the “Issuer”). The Issuer’s principal offices are located at 15000 W. 6^th Avenue, Suite 202, Golden, Colorado 80401.

Common Stock is issuable upon the conversion of shares of the (i) Series A Preferred Stock; and (ii) Series D Preferred Stock representing limited partner interests of the Issuer.

Item 2.

Identity and Background.

(a) This schedule is filed jointly by each of the following persons (collectively, the “Reporting Persons”) pursuant to Section 13 of the Act:

(i) Stephen Adele Enterprises, Inc., a Colorado corporation (“SA Enterprises”);

(ii) Stephen Adelé;

(iii) RENN Universal Growth Investment Trust PLC, a Welsh corporation (“RENN Universal”);

(iv) RENN Global Entrepreneurs Fund Inc., a Texas corporation (“RENN Global”);

(v) RENN Capital Group, Inc., a Texas corporation (“RENN Capital”);

(vi) Russell Cleveland; and

(vii) FitLife Brands, Inc., a Nevada company (“FitLife”).

Information with respect to each Reporting Person is given solely by such Reporting Person, and no Reporting Person assumes responsibility for the accuracy or completeness of the information furnished by another Reporting Person. The Reporting Persons expressly disclaim that they have agreed to act as a group other than as described in this schedule. Pursuant to Rule 13d-4 of the Act, the Reporting Persons expressly declare that the filing of this statement shall not be construed as an admission that any such person is, for the purposes of Section 13(d) and/or Section 13(g) of the Act or otherwise, the beneficial owner of any securities covered by this schedule held by any other person and such beneficial ownership is expressly disclaimed.

(b) The principal business address of each of Stephen Adele Enterprises, Inc. and Stephen Adelé is:

c/o iSatori, Inc.

15000 W. 6^th Avenue, Suite 202

Golden, Colorado 80401

The principal business address of each of RENN Universal, RENN Global, RENN Capital and Russell Cleveland is:

8080 N. Central Expressway, Suite 210

Dallas, Texas 75206

Attention: Russell Cleveland

The principal business address of FitLife is:

4509 S. 143^rd Street, Suite 1

Omaha, Nebraska  68137

Attention: Michael Abrams

Additional information called for by this item with respect to the executive officers and directors of each of the Reporting Persons is contained in Appendix A attached hereto and is incorporated herein by reference.

During the last five years, none of the Reporting Persons or the executive officers and directors listed on Appendix A have been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3.

Source and Amount of Funds or Other Consideration.

As founder of a predecessor of the Issuer, Stephen Adele Enterprises, Inc., and Stephen Adelé, held certain securities of a predecessor entity to the Issuer, which securities were converted through certain reorganization transactions.

As founder of a predecessor of the Issuer, each of RENN Universal, RENN Global, RENN Capital and Russell Cleveland, held certain securities of a predecessor entity to the Issuer, which securities were converted through certain reorganization transactions.

On May 18, 2015, in connection with the entrance by the FitLife into that certain Agreement and Plan of Merger, by and Among the Reporting Person, the Issuer, and ISFL Merger Sub, Inc., a wholly owned subsidiary of the Reporting Person (the “Merger Agreement”), FitLife entered into a Voting and Standstill Agreement, dated as of May 18, 2015, by and among the FitLife, Stephen Adele Enterprises, Inc., Stephen Adelé, RENN Universal, RENN Global and Russell Cleveland (collectively, the “Shareholders”) pursuant to which the Shareholders agreed to vote the shares of the Issuer’s Common Stock held by them in favor of the merger contemplated by the Merger Agreement.

Item 4.

Purpose of Transaction.

The purpose of the Merger is to combine the Issuer and FitLife into a leading company that will benefit greatly from increased economies of scale and scope.

Item 5.

Interest in Securities of the Issuer.

(a), (b) The information set forth in Rows 7 through 13 of the cover page hereto for Stephen Adele Enterprises, Inc. is incorporated herein by reference. The percentage amount set forth in Row 13 of the cover page for Stephen Adele Enterprises, Inc. filed herewith is calculated based upon based on 13,368,791 shares of the Issuer’s Common Stock outstanding as of May 26, 2015.

(a), (b) The information set forth in Rows 7 through 13 of the cover page hereto for Stephen Adelé is incorporated herein by reference. The percentage amount set forth in Row 13 of the cover page for Stephen Adelé filed herewith is calculated based upon based on 13,368,791 shares of the Issuer’s Common Stock outstanding as of May 26, 2015.

(a), (b) The information set forth in Rows 7 through 13 of the cover page hereto for RENN Universal is incorporated herein by reference. The percentage amount set forth in Row 13 of the cover page for RENN Universal filed herewith is calculated based on 13,368,791 shares of the Issuer’s Common Stock outstanding as of May 26, 2015 and a total of 3,525 shares of the Issuers Common Stock issuable upon the conversion of all of the outstanding Series A Preferred Stock and Series D Preferred Stock owned by the Reporting Person.

(a), (b) The information set forth in Rows 7 through 13 of the cover page hereto for RENN Global is incorporated herein by reference. The percentage amount set forth in Row 13 of the cover page for RENN Global filed herewith is calculated based on 13,368,791 shares of the Issuer’s Common Stock outstanding as of May 26, 2015 and a total of 1,625 shares of the Issuers Common Stock issuable upon the conversion of all of the outstanding Series D Preferred Stock owned by the Reporting Person.

(a), (b) The information set forth in Rows 7 through 13 of the cover page hereto for RENN Capital is incorporated herein by reference. The percentage amount set forth in Row 13 of the cover page for RENN Capital filed herewith is calculated based on 13,368,791 shares of the Issuer’s Common Stock outstanding as of May 26, 2015 and a total of 5,150 shares of the Issuers Common Stock issuable upon the conversion of all of the outstanding Series A Preferred Stock and Series D Preferred Stock deemed owned by the Reporting Person.

(a), (b) The information set forth in Rows 7 through 13 of the cover page hereto for Russell Cleveland is incorporated herein by reference. The percentage amount set forth in Row 13 of the cover page for Russell Cleveland filed herewith is calculated based on 13,368,791 shares of the Issuer’s Common Stock outstanding as of May 26, 2015 and a total of 5,150 shares of the Issuers Common Stock issuable upon the conversion of all of the outstanding Series A Preferred Stock and Series D Preferred Stock deemed owned by the Reporting Person.

(a), (b) The information set forth in Rows 7 through 13 of the cover page hereto for FitLife is incorporated herein by reference. The percentage amount set forth in Row 13 of the cover page for FitLife filed herewith is calculated based on 13,368,791 shares of the Issuer’s Common Stock outstanding as of May 26, 2015 and a total of 5,150 shares of the Issuers Common Stock issuable upon the conversion of all of the outstanding Series A Preferred Stock and Series D Preferred Stock deemed owned by the Reporting Person.

(c) On May 18, 2015, in connection with the entrance by the FitLife into that certain Agreement and Plan of Merger, by and Among the Reporting Person, the Issuer, and ISFL Merger Sub, Inc., a wholly owned subsidiary of the Reporting Person (the “Merger Agreement”), FitLife entered into a Voting and Standstill Agreement, dated as of May 18, 2015, by and among the FitLife, Stephen Adele Enterprises, Inc., Stephen Adelé, RENN Universal, RENN Global and Russell Cleveland (collectively, the “Shareholders”) pursuant to which the Shareholders agreed to vote the shares of the Issuer’s Common Stock held by them in favor of the merger contemplated by the Merger Agreement.

(d) No Reporting Person has any knowledge of whether any other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities references herein.

(e) Not applicable.

Item 6.

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

Other than as described in Items 2, 3, 4 and 5, to the knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between any of the Reporting Persons and any person with respect to any securities of the Issuer, including, without limitation, the transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies or any pledge or contingency, the occurrence of which would give another person voting or investment power over the securities of the Issuer.

Item 7.

Material to be Filed as Exhibits.

* filed herewith

SIGNATURES

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned hereby certifies that the information set forth in this statement is true, complete and correct.

Dated: May 28, 2015

Schedule A

Officers and Managers of the Reporting Persons

The name and occupation of the officers of Stephen Adele Enterprises, Inc. are set forth below. The business address of each is 15000 W. 6^th Avenue, Suite 202, Golden, Colorado 80401

The name and occupation of the officers of RENN Universal Growth Investment Trust PLC are set forth below. The business address of each is 8080 N. Central Expressway, Suite 210, Dallas, Texas 75206.

The name and occupation of the officers of RENN Global Entrepreneurs Fund Inc. are set forth below. The business address of each is 8080 N. Central Expressway, Suite 210, Dallas, Texas 75206.

The name and occupation of the officers of FitLife Brands, Inc. are set forth below. The business address of each is 4509 S. 143^rd Street, Suite 1, Omaha, Nebraska  68137.

The name and occupation of the officers of FitLife Brands, Inc. are set forth below. The business address of each is 4509 S. 143^rd Street, Suite 1, Omaha, Nebraska  68137.

1.

Agreement to Vote; Grant of Proxy; Standstill; Waiver of Rights.

1.1

Agreement to Vote.  

(a)

Subject to the terms and conditions hereof, each Stockholder hereby irrevocably and unconditionally agrees that, from and after the date hereof and until the earlier of the Effective Time or the Termination Date, at any meeting of the Company’s shareholders (or any adjournment or postponement thereof),

however called, or in connection with any written consent of the Company’s shareholders, such Stockholder shall vote (or cause to be voted) in person or by proxy all of such Stockholder’s Shares:  

(i)

in favor of adoption and approval of the Merger Agreement and all of the transactions contemplated by the Merger Agreement, including the Merger (and in favor of any actions and proposals required, or submitted for approval at any meeting of the Company shareholders, in furtherance thereof);

(ii)

against the following actions or proposals (other than the Merger and the transactions contemplated by the Merger Agreement): (1) any Company Acquisition Proposal (other than a Company Superior Offer which has been approved by the Board of Directors of the Company without violating the Merger Agreement); (2) any Company Acquisition Transaction; (3) any other action involving the Company, its Subsidiaries or their Affiliates which has the effect of impeding, interfering with, delaying, postponing, or impairing (A) the ability of the Company to consummate the Merger on or prior to the End Date, or (B) the transactions contemplated by the Merger Agreement; (4) any action involving the Company, its Subsidiaries or their Affiliates that would reasonably be expected to, directly or indirectly, result in a material breach by the Company of any covenant, representation, warranty or other obligation of the Company set forth in the Merger Agreement; or (5) any action or agreement that would reasonably be expected to result in any condition to the consummation of the Merger set forth in Article VII of the Merger Agreement not being fulfilled on or prior to the End Date.  

(b)

Each Stockholder irrevocably and unconditionally agrees not to enter into any agreement or commitment with any Person the effect of which would violate or be inconsistent with the provisions and agreements set forth in this Agreement.  

1.2

Irrevocable Proxy.

(a)

In furtherance of the Stockholders’ agreements in Section 1.1 of this Agreement, to the extent, and only to the extent, such Stockholder is unable to, or fails to, vote such Stockholder’s shares as set forth in Section 1.1, each Stockholder hereby appoints Parent and Parent’s designees, and each of them individually, as such Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Stockholder, to vote all Shares owned by such Stockholder at any meeting of the Company’s shareholders (or any adjournment or postponement thereof), however called, or in connection with any written consent of the Company’s shareholders in accordance with Section 1.1 of this Agreement.

(b)

The proxy granted by each Stockholder pursuant to this Section 1.2 shall (i) be valid and irrevocable until the earlier of the Effective Time or the Termination Date, and (ii) automatically terminate upon the earlier of the Effective Time and the Termination Date. Each Stockholder represents that any and all other proxies and powers of attorney heretofore given in respect of any Shares owned by such Stockholder are revocable, and that such other proxies have been revoked. Each Stockholder affirms that the foregoing proxy is: (i) given (A) in connection with the execution of the Merger Agreement and (B) to secure the performance of such Stockholder’s duties under this Agreement, (ii) coupled with an interest and may not be revoked except as otherwise provided in this Agreement, and (iii) intended to be irrevocable prior to a valid termination of the Merger Agreement in accordance with Article VIII of the Merger Agreement. All authority herein conferred shall survive the death or incapacity of such Stockholder and shall be binding upon the heirs, estate, administrators, personal representatives, successors and assigns of such Stockholder. Subject to the other terms and provisions of this Agreement, each Stockholder shall retain the right to vote all of such Stockholder’s Shares on all matters not described in Section 1.1(a).

1.3

Standstill in Respect of Stockholders’ Shares.  

(a)

2

(i)

Sell, transfer, tender, pledge, encumber, assign or otherwise dispose of (collectively, a “Transfer”), or enter into any contract, option or other agreement with respect to, or consent to, a Transfer of, any or all of the Stockholder’s Shares;

(ii)

acquire, offer to acquire, or agree to acquire, directly or indirectly, by purchase or otherwise, any material assets of the Company, its Subsidiaries or any divisions thereof;

(iii)

make, or in any way participate in, directly or indirectly, any “solicitation” of “proxies” (as such terms are used in the rules of the Securities and Exchange Commission) to vote, or otherwise take any action intended to advise or influence any Person with respect to the voting of, any voting securities of the Company, other than in support of the Merger and the Merger Agreement;

(iv)

make any public announcement with respect to, or submit a proposal for, or offer for (with or without conditions) any extraordinary transaction involving the Company, its Subsidiaries or any securities or material assets thereof; or

(v)

otherwise take, directly or indirectly, any actions with the purpose of avoiding or circumventing any provision of this Agreement or which would reasonably be expected to have the effect of preventing, impeding, interfering with or adversely affecting the consummation of the transactions contemplated by the Merger Agreement or its ability to perform the Stockholder’s obligations under this Agreement.

(b)

Any action taken in violation of the foregoing shall be null and void ab initio.

1.4

Appraisal and Dissenters’ Rights.  Each Stockholder hereby irrevocably and unconditionally waives, and agrees to prevent the exercise of, any rights of appraisal and dissenters’ rights (including without limitation, any rights pursuant to Section 262 of the DGCL) relating to the Merger that such Stockholder may directly or indirectly have by virtue of the ownership of any Shares.

1.5

Ownership Interest.  All rights, ownership and economic benefits of and relating to the Shares shall remain vested in and belong to the Stockholders, and neither the Company, Parent, nor any other Person shall have any authority to direct the Stockholders in the voting or disposition of any of the Shares, except as otherwise provided in this Agreement.

2.

Post-Closing Transfer Restrictions.

2.1

Restriction on Option Stockholders.  In connection with the Merger, the Existing Shares will be converted into the right to receive shares of Parent Common Stock (the “Restricted Parent Stock”).   Each of Adele and RENN Global (collectively, the “Option Stockholders”) covenants and agrees that, from and after the Effective Time, and for a period of twelve (12) months thereafter, the number of shares of Restricted Parent Stock Transferred, directly or indirectly, by, or for the account of, such Option Stockholder, shall not exceed the number of shares Parent Common Stock that may be sold by, or for the account of, an “affiliate” (as defined in subpart (a)(i) of SEC Rule 144 (17 CFR 230.144(a)(1))) pursuant to subpart (e) of SEC Rule 144 (17 CFR 230.144(e)).  In addition, each Option Stockholder covenants and agrees that, during the Option Period (as defined below), such Option Stockholder shall not, directly or indirectly, Transfer any shares of Restricted Parent Stock if the aggregate number of shares of Parent Common Stock that such Option Stockholder would own after giving effect to such Transfer would be less than the number of shares of Restricted Parent Stock that Parent (or its assigns) have the right and option to purchase from such Option Stockholder pursuant to this Agreement.

2.2

Right of First Refusal.  RENN Universal covenants and agrees that, from and after the Effective Time, RENN Universal shall not, directly or indirectly, sell any Restricted Parent Stock without first complying with the provisions of this Section 2.2.  If RENN Universal desires to sell any Restricted Parent Stock from and after the Effective Time, RENN Universal shall first offer to sell all, but not less than all, of such Restricted Parent Stock to Parent by written notice (the “Offer Notice”).  The Offer Notice shall (a) specify the number of shares of Restricted Parent Stock that RENN Universal desires to sell (the “Offered Shares”), (b) specify the name of the prospective purchaser of such Restricted Parent Stock (the “Purchaser”), (c) specify the aggregate cash price to be paid by the

3

Purchaser to RENN Universal for the Offered Shares, which shall be the price at which the Offered Shares are offered by RENN Universal to Parent (the “Offer Price”), and (d) include a copy of a written commitment from the Purchaser to purchase the Offered Shares from RENN Universal for the Offer Price.  The Parent shall have five (5) Business Days following receipt of the Offer Notice (the “Offer Period”) to accept such offer by providing RENN Universal with written notice that Parent will purchase all, but not less than all, of the Offered Shares for the Offer Price. If Parent accepts the offer during the Offer Period, the closing of the purchase of all, but not less than all, of the Offered Shares shall take place on the date designated by Parent (which date shall be within thirty (30) days following the conclusion of the Offer Period), or on such later date as Parent and RENN Universal may agree.  At such closing, Parent shall pay the Offer Price to RENN Universal in immediately available funds, and RENN Universal shall execute such documents as are reasonably requested by Parent to document the sale of such Offered Shares from RENN Universal to Parent.  If Parent does not accept such offer during the Offer Period, then RENN Universal shall be permitted to sell all, but not less than all, of the Offered Shares to the Purchaser for the Offer Price for a period of forty five (45) days following the conclusion of the Offer Period (the “Sale Period”).  If RENN Universal does not consummate such sale during the Sale Period, then the Restricted Parent Stock shall remain subject in all respects to the restrictions set forth in this Agreement.

2.3

Void Transfer. Any Transfer or attempted Transfer of any Restricted Parent Stock in violation of any provision of this Agreement shall be void, and Parent shall not record such Transfer on its books or treat any purported transferee of such Restricted Parent Stock as the owner thereof for any purpose.  Each Stockholder agrees and consents to the entry of stop-transfer instructions with Parent’s transfer agent against the Transfer of any of the Restricted Parent Stock in violation of this Agreement.

2.4

Notice.  Each Stockholder shall provide written notice to Parent within two (2) business days following any Transfer of Restricted Parent Stock.

3.

Option to Purchase Shares.

(a)

The Parent desires the right and option to purchase (or to assign to others the right and option to purchase) from the Option Stockholders the number of shares of Restricted Parent Stock set forth opposite the name of each Option Stockholder on Schedule B attached hereto (the “Option Shares”).  Conditioned upon the Closing, the Option Stockholders hereby grant Parent (or its assigns) the right and option to purchase all or a portion of the Option Shares (the “Option”) in accordance with the terms and conditions of this Section 3.

(i)

Option Period:  The Option shall commence at the Effective Time and shall expire at 11:59 pm eastern standard time on December 31, 2015 (the “Option Period”).

(ii)

Option Price: The price to be paid by Parent (or its assigns) to the Option Stockholders for each Option Share purchased pursuant to the Option shall be determined by the Board of Directors of Parent from time to time from and after the Effective Time (provided, however, that such price shall not be less than One Dollar and Fifty Cents ($1.50) per share) (the “Option Price”).

(iii)

Option Exercise:  Parent (or its assigns) may, from time to time during the Option Period, exercise the Option by providing the Option Stockholders with one or more written notices (each, an “Option Notice”) specifying: (i) the number of Option Shares that Parent (or its assigns) will purchase from each Option Stockholder (each, a “Purchased Option Share”) and, collectively, the “Purchased Option Shares”); and (ii) the Option Price for each Purchased Option Share that Parent (or its assigns) will purchase from each Option Stockholder.

(iv)

Payment and Deliveries:  Within five (5) Business Days following receipt of an Option Notice, the Option Stockholders shall deliver to Parent share certificates representing the applicable Purchased Option Shares that Parent (or its assigns) will purchase from each Option Stockholder.   Within five (5)  Business Days following receipt of such share certificates from each Option Stockholder, the Parent shall deliver to each Option Stockholder (i) an amount equal to the Option Price multiplied by the number of Purchased Option Shares that Parent (or its assigns) will purchase from such Option Stockholder, and (ii) a new share certificate reflecting Parent’s (or its assigns’) purchase of the applicable Purchased Option Shares from such Option

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Stockholder. The Option Stockholders shall also execute and deliver such documents and shall take such further actions as may be necessary or appropriate, or as may be requested by Parent, in order to document or give effect to the terms and conditions of this Section 3.

4.

Representations and Warranties of the Stockholders, Stephen and Russell.  Each of the Stockholder, Stephen and Russell (each, a “Counterparty”) hereby represent and warrant to Parent as follows:

4.1

Binding Nature of Agreement. This Agreement has been duly and validly executed and delivered by such Counterparty and, assuming that this Agreement constitutes the legal, valid and binding agreement of Parent, constitutes the legal, valid and binding agreement of such Counterparty, enforceable against such Counterparty in accordance with its terms, subject to the Enforceability Exceptions.

4.2

Ownership of Shares.  With respect to the Existing Shares set forth opposite the name of such Stockholder on Schedule A hereto: (a) such Stockholder is the record and/or beneficial owner of such Shares; (b) such Stockholder has the sole power to vote (or cause to be voted) such Shares; (c) such Stockholder has the sole power of disposition over, the sole power to issue instructions with respect to, the sole power to demand appraisal rights with respect to the sole power to agree to all of the matters set forth in this Agreement with respect to such Shares; and (d) such Stockholder has good and valid title to such Shares, free and clear of any and all Liens other than those created by this Agreement.

4.3

No Conflicts. Neither the execution and delivery of this Agreement by such Counterparty, nor the consummation by such Counterparty of the transactions contemplated hereby, will result in, or give rise to, a violation or breach of or a default under any of the terms of any contract, understanding, agreement or other instrument or obligation to which such Counterparty is a party or by which such Counterparty or any of the Shares owned by such Counterparty or such Counterparty’s assets may be bound, or violate any applicable Law.

4.4

Reliance by Parent. Such Counterparty understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon such Counterparty’s execution and delivery of this Agreement and the representations, warranties and covenants of such Counterparty contained herein. Such Counterparty understands and acknowledges that the Merger Agreement governs the terms of the Merger and the other transactions contemplated thereby.

5.

Representations and Warranties of Parent.  Parent hereby represents and warrants to the Counterparties as follows:

5.1

Corporate Organization. Parent is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Nevada.

5.2

Authority Relative to This Agreement. Parent has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. This Agreement and the consummation by Parent of the transactions contemplated hereby have been duly and validly authorized by Parent. This Agreement has been duly and validly executed and delivered by Parent and, assuming that this Agreement constitutes the valid and binding agreement of each of the Counterparties, constitutes the legal, valid and binding agreement of Parent, enforceable against Parent in accordance with its terms, subject to  the Enforceability Exceptions.

5.3

No Conflicts.  Neither the execution and delivery of this Agreement by Parent, nor the consummation by Parent of the transactions contemplated hereby, will (a) conflict with or result in any breach of the governing documents of Parent; (b) result in, or give rise to, a violation or breach of or a default under any of the terms of any material contract, understanding, agreement or other instrument or obligation to which Parent is a party, or (c) violate any applicable Law.

6.

Further Assurances.  From time to time, at any other party’s request and without further consideration, each party hereto shall execute and deliver such additional documents and take all such further lawful

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action as may be necessary or desirable to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement.

7.

Termination.  This Agreement shall terminate, without further action by any of the parties hereto, in the event of a valid termination of the Merger Agreement in accordance with Article VIII of the Merger Agreement.  Notwithstanding the foregoing, the termination of this Agreement shall not relieve any party of liability for any breach of this Agreement prior to the termination of this Agreement.

8.

Miscellaneous.

8.1

Stephen and Russell.  Stephen hereby covenants and agrees that Stephen shall cause Adele to comply with all of Adele’s covenants, duties and obligations pursuant to this Agreement. Russell hereby covenants and agrees that Russell shall cause each of the RENN Stockholders to comply all of the RENN Stockholders’ covenants, duties and obligations pursuant to this Agreement.

8.2

8.3

8.4

8.5

Jurisdiction; Specific Enforcement.

(a)

(b)

In addition, each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware).  Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts

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and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the aforesaid courts.  Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by the applicable Law, any claim that (i) the suit, action or proceeding in such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.  Each party agrees that (x) service of all process, including the summons and complaints, in any action or proceeding with respect to this Agreement may be made by registered or certified mail, return receipt requested, to such party at its address set forth in this Agreement, and (y) any service pursuant to clause (x) is sufficient to confer personal jurisdiction over such party in such action or proceeding and otherwise constitutes effective and binding service in every respect.

8.6

8.7

8.8

8.9

8.10

8.11

8.12

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8.13

Construction.  Each of the parties has participated in the drafting and negotiation of this Agreement.  If an ambiguity or question of intent or interpretation arises, this Agreement must be construed as if it is drafted by all the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of authorship of any of the provisions of this Agreement.

8.14

Action in Stockholder Capacity Only.  The parties acknowledge that this Agreement is entered into by each Stockholder solely in such Stockholder’s capacity as the record and/or beneficial owner of the Shares and nothing in this Agreement restricts or limits any action taken by any Stockholder in his capacity as a director or officer of the Company and the taking of any actions (or failure to act) in such Stockholder’s capacity as an officer or director of the Company will not be deemed to constitute a breach of this Agreement.

8.15

Legending of Shares. If so requested by Parent, each Stockholder consents to the placing of a legend on any certificates representing Parent Common Stock stating that they are subject to this Agreement; provided, however, that the Company shall remove such legend upon the earlier of (a) termination of this Agreement and (b) the twelve (12) month anniversary of the Effective Time.

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IN WITNESS WHEREOF, the parties have caused this Voting and Standstill Agreement to be duly executed and delivered as of the date first above written.

[Signature Page 1 of 2 to the Voting and Standstill Agreement]

[Signature Page 2 of 2 to the Voting and Standstill Agreement]

SCHEDULE A

SCHEDULE B