SFX ENTERTAINMENT, INC. [ ] Shares Common Stock ($0.001 par value per Share) UNDERWRITING AGREEMENTUnderwriting Agreement • September 25th, 2013 • SFX Entertainment, INC • Services-amusement & recreation services • New York
CREDIT AGREEMENT dated as of February 7, 2014 among SFX ENTERTAINMENT, INC., as the Borrower, the Lenders party hereto, and BARCLAYS BANK PLC, as Administrative AgentCredit Agreement • May 15th, 2014 • SFX Entertainment, INC • Services-amusement & recreation services • New York
CREDIT AGREEMENT, dated as of February 7, 2014, among SFX ENTERTAINMENT, INC., a Delaware corporation (the “Borrower”), the Lenders party hereto and BARCLAYS BANK PLC, as administrative agent and collateral agent (in such capacities, together with its successors and permitted assigns, the “Administrative Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 22nd, 2013 • SFX Entertainment, INC • Services-amusement & recreation services • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 31, 2013, is made and entered into by and among SFX Entertainment, Inc., a Delaware corporation (“Parent”), Mike Bindra (“Bindra”) and Laura De Palma (“De Palma”). Capitalized terms appearing but not defined herein have the meanings ascribed to such terms in the Amended and Restated Membership Interest Purchase Agreement, dated October 31, 2013, by and among SFX Acquisition, LLC, a Delaware limited liability company, Parent, Made Event, LLC, a Massachusetts limited liability company, Bindra, EZ Festivals, LLC, a New York limited liability company and De Palma (the “Purchase Agreement”). Bindra and De Palma are each a “Holder” and collectively, the “Holders”.
ASSET CONTRIBUTION AGREEMENT by and among SFX ENTERTAINMENT, INC., SFX-REACT OPERATING LLC, WEST LOOP MANAGEMENT I, LLC, JEFFERY CALLAHAN, LUCAS KING, NICK KAROUNOS, and SAM CAPPAS dated as of February 18, 2014Asset Contribution Agreement • February 24th, 2014 • SFX Entertainment, INC • Services-amusement & recreation services • New York
This Asset Contribution Agreement (this “Agreement”) is dated as of February 18, 2014, by and among SFX ENTERTAINMENT, INC., a Delaware corporation (“Parent”), SFX-REACT OPERATING LLC, a Delaware limited liability company wholly owned by Parent (“Acquiror”, and together with Parent, the “Acquiring Parties”), WEST LOOP MANAGEMENT I, LLC, an Illinois limited liability company (“Transferor”), JEFFERY CALLAHAN, an individual resident of Illinois and a member of Transferor (“Callahan”), LUCAS KING, an individual resident of Illinois and a member of Transferor (“King”), NICK KAROUNOS, an individual resident of Illinois and a member of Transferor (“Karounos”), and SAM CAPPAS, an individual resident of Indiana and a member of Transferor (“Cappas”, and together with Callahan, King, and Karounos, the “Members”). The Members and the Transferor are collectively referred to herein as the “Transferor Parties”. The Acquiring Parties and the Transferor Parties are collectively referred to herein as th
SFX Entertainment Inc. New York, New York 10022 SUBSCRIPTION AGREEMENTSubscription Agreement • June 25th, 2013 • SFX Entertainment, INC • Services-amusement & recreation services • New York
SFX Entertainment Inc., a Delaware corporation (the “Company”), is hereby privately offering 4,000,000 shares (the “Shares”) of common stock, $0.001 par value per share, of the Company (the “Common Stock”) at an aggregate purchase price of $10,000,000 (the “Purchase Price”) to the undersigned, in reliance on the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), provided by Rule 506 of Regulation D under the Securities Act. Upon completion of this offering (the “Offering”), the undersigned will own approximately 9.9% of the Company, subject to future dilution in accordance with the terms of this Subscription Agreement (as hereinafter defined).
SFX ENTERTAINMENT INC. 15th Floor New York, NY 10022 June 1, 2013Employment Agreement • August 30th, 2013 • SFX Entertainment, INC • Services-amusement & recreation services • New York
We are delighted to confirm to you that we are offering you the position of President of SFX Entertainment Inc. (the “Company”), subject to the terms and conditions set forth herein:
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 25th, 2013 • SFX Entertainment, INC • Services-amusement & recreation services • Delaware
This AGREEMENT dated [Date], between SFX Entertainment, Inc., a corporation organized under the laws of the State of Delaware (the “Corporation”), and [Name] (“Indemnitee”).
AMENDMENT AND RESTATEMENT AGREEMENT Dated as of September 17, 2015Credit Agreement • November 9th, 2015 • SFX Entertainment, INC • Services-amusement & recreation services • New York
AMENDED AND RESTATED CREDIT AGREEMENT, dated as of September 17, 2015, among SFX ENTERTAINMENT, INC., a Delaware corporation (the “Borrower”), the Lenders party hereto and BARCLAYS BANK PLC, as administrative agent and collateral agent (in such capacities, together with its successors and permitted assigns, the “Administrative Agent”).
GUARANTEE AND COLLATERAL AGREEMENT made by EACH OF THE GRANTORS PARTY HERETO in favor of BARCLAYS BANK PLC, as Collateral Agent Dated as of March 15, 2013 Confidential Treatment Requested. Confidential portions of this document have been redacted have...Guarantee and Collateral Agreement • June 25th, 2013 • SFX Entertainment, INC • Services-amusement & recreation services • New York
GUARANTEE AND COLLATERAL AGREEMENT, dated as of March 15, 2013, made by SFX Intermediate Holdco II LLC, a Delaware limited liability company (the “Borrower”), the other Persons listed on the signature pages hereof and the Additional Grantors (as defined herein) in favor of Barclays Bank PLC, as collateral agent (in such capacity, together with any successor agent appointed pursuant to Section 8.07 of the Credit Agreement referred to below, the “Collateral Agent”) for the Secured Parties (as defined below), including the several banks and other financial institutions or entities (the “Lenders”) from time to time parties to that certain Credit Agreement, dated as the date hereof, by and among the Borrower, the Lenders, Barclays Bank PLC, as administrative agent, and the other agents party thereto (as amended, restated, supplemented waived and/or otherwise modified from time to time, the “Credit Agreement”).
SFX HOLDING CORPORATION New York, New York 10022Asset Contribution Agreement • June 25th, 2013 • SFX Entertainment, INC • Services-amusement & recreation services
Reference is made to that certain Asset Contribution Agreement (the “Agreement”), dated as of November 21, 2012, by and among SFX Holding Corporation, a Delaware corporation (“Parent”), SFX-Nightlife Operating LLC, a Delaware limited liability company wholly owned by Parent (“Acquiror”, and together with Parent, the “Acquiring Parties”), Nightlife Holdings LLC, a Florida limited liability company (“Nightlife”), MMG Nightlife LLC, a Florida limited liability company and a wholly owned subsidiary of Nightlife (“MMG”), Punta Cana Venue LLC, a Delaware limited liability company and a wholly owned subsidiary of Nightlife (“Punta Cana”), US Nightlife Management LLC, a Florida limited liability company and a wholly owned subsidiary of Nightlife (“US Nightlife”), David Grutman, Inc., a Florida corporation and a member of Nightlife (“Grutman Inc.”), SEBU Corp., a Florida corporation and a member of Nightlife (“SEBU”), Dave Grutman, an individual resident of Florida and sole stockholder of Grutm
MASTER SERVICES AGREEMENTMaster Services Agreement • July 18th, 2013 • SFX Entertainment, INC • Services-amusement & recreation services • New York
This Master Services Agreement (this “Agreement”) is entered into as of November 1, 2012 (the “Effective Date”), by and between Sports & Entertainment Physicians, PC, a Connecticut professional corporation, with its principal place of business at 188 Northrop Street, Bridgewater, Connecticut 06751 (“Provider”), and SFX Entertainment, Inc., a Delaware corporation, with its principal place of business at 430 Park Avenue, 6th Floor, New York, New York 10022 (“Client”).
AMENDMENT TO JV AGREEMENTJv Agreement • June 25th, 2013 • SFX Entertainment, INC • Services-amusement & recreation services • New York
This AMENDMENT TO JV AGREEMENT (this “Amendment”) is dated as of March 14, 2013 (the “Effective Date”) and is made between SFX Entertainment, Inc. (f/k/a SFX Holding Corporation) (“SFX”), SFX-IDT N.A. Holding LLC (“SFX-IDT N.A. Holding”)), ID&T/SFX North America LLC (“ID&T/SFX NA”), ID&T/SFX Q-Dance LLC (“Q-Dance LLC”), ID&T/SFX Sensation LLC (“Sensation LLC”), ID&T/SFX Mysteryland LLC (“Mysteryland LLC”), ID&T/SFX TomorrowWorld LLC (“TomorrowWorld LLC” and, collectively with SFX-IDT N.A. Holding, ID&T/SFX NA, Q-Dance LLC, Sensation LLC, and Mysteryland LLC, the “JV Entities”), and ID&T Holding B.V. (“ID&T” and, collectively with SFX and the JV Entities, the “Parties”).
SALES AGENCY AGREEMENTSales Agency Agreement • March 16th, 2015 • SFX Entertainment, INC • Services-amusement & recreation services • New York
This Sales Agency Agreement (this “Agreement”) is made and entered into by and between SFX-94 LLC, a Delaware limited liability company (“Agent”), and Viggle Inc., a Delaware corporation (“Viggle”), as of this 22nd day of January, 2015 (“Commencement Date”).
SFX ENTERTAINMENT, INC. New York, New York 10022Asset Contribution Agreement • June 25th, 2013 • SFX Entertainment, INC • Services-amusement & recreation services • New York
Reference is made to that certain (a) Asset Contribution Agreement, dated as of November 21, 2012, by and among SFX Holding Corporation (n/k/a SFX Entertainment, Inc.), a Delaware corporation (“Parent”), SFX-Nightlife Operating LLC, a Delaware limited liability company, Nightlife Holdings LLC, a Florida limited liability company (“Nightlife”), and the other parties thereto, as amended by letter agreement dated December 31, 2012 (the “Asset Contribution Agreement”), (b) Pledge and Security Agreement, dated as of December 31, 2012, by and between Parent and Nightlife (the “Pledge Agreement”) and (c) Secured Promissory Note, dated December 31, 2012, executed by Parent and delivered to Nightlife pursuant to the Asset Contribution Agreement (the “Original Promissory Note”). All capitalized terms not otherwise defined herein shall have the meanings given to such terms in the Pledge Agreement.
SFX Holding Corporation New York, New York 10022 SUBSCRIPTION AGREEMENTSubscription Agreement • June 25th, 2013 • SFX Entertainment, INC • Services-amusement & recreation services • New York
SFX Holding Corporation., a Delaware corporation (the “Company”), is hereby privately offering (this “Offering”) 300,000 shares (the “Shares”) of common stock, $0.001 par value per share, of the Company (the “Common Stock”) at an aggregate purchase price of $1,500,000 (the “Purchase Price”) to the undersigned, in reliance on the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), provided by Rule 506 of Regulation D under the Securities Act.
October 28, 2012 Baron CapitalPut Option Letter Agreement • June 25th, 2013 • SFX Entertainment, INC • Services-amusement & recreation services • New York
October 28, 2012 SFX Entertainment Inc. 650 Madison Avenue, 15th Floor New York, New York 10022 Re: Termination of Subscription Agreement Dear Ladies and Gentlemen,Termination of Subscription Agreement • June 25th, 2013 • SFX Entertainment, INC • Services-amusement & recreation services • New York
This letter shall be binding upon and inure to the benefit of the parties and their respective successors and assigns. Each party may not assign this letter or any rights or obligations hereunder without the prior written consent of the other party. All questions concerning the construction, validity, enforcement and interpretation of this Letter Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York.
STOCK PURCHASE AGREEMENT between SFX ENTERTAINMENT, INC. and ONE OF US HOLDING B.V., August 8, 2013Stock Purchase Agreement • August 30th, 2013 • SFX Entertainment, INC • Services-amusement & recreation services • New York
This STOCK PURCHASE AGREEMENT (this “Agreement”) is entered into as of August 8, 2013 between SFX Entertainment, Inc., a Delaware corporation (the “Parent”) and One of Us Holding B.V., a company organized under the laws of the Netherlands (the “Seller” and, collectively with the Parent, the “Parties”).
SOFTWARE LICENSE AND SERVICES AGREEMENTSoftware License and Services Agreement • March 31st, 2014 • SFX Entertainment, INC • Services-amusement & recreation services • New York
This Software License and Services Agreement (the “Agreement”) is entered into as of March 10, 2014 (the “Effective Date”) by and between Viggle Inc. (F/K/A Function(x) Inc.), with its principal place of business at 902 Broadway, 11th Floor, New York, NY 10010 (“Viggle”), and SFX Entertainment, Inc., with its principal place of business at 430 Park Avenue, 6th Floor, New York, NY 10022 (“SFX”).
SFX Holding Corporation New York, New York 10022 AMENDMENT TO SUBSCRIPTION AGREEMENTSubscription Agreement • June 25th, 2013 • SFX Entertainment, INC • Services-amusement & recreation services
In consideration of the mutual promises of the Corporation and Entertainment Events hereinafter set forth and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Corporation and Entertainment Events agree to amend the Subscription Agreement as follows, effective as of the date of this Amendment:
1st AMENDED AND RESTATED SHARE PURCHASE AGREEMENT OF ROCK CITY S.A. (CURRENT DENOMINATION OF A.H.O.S.P.E. EMPREENDIMENTOS E PARTICIPAÇÕES S.A.)Share Purchase Agreement • February 14th, 2014 • SFX Entertainment, INC • Services-amusement & recreation services
This 1st Amended and Restated Share Purchase Agreement (“Amended and Restated Agreement”) is entered into as of February 12, 2014, by and among:
SFX Entertainment, Inc. New York, New York 10022 SUBSCRIPTION AGREEMENTSubscription Agreement • June 25th, 2013 • SFX Entertainment, INC • Services-amusement & recreation services • New York
SFX Entertainment, Inc., a Delaware corporation (the “Company”), is hereby privately offering (this “Offering”) one million (1,000,000) shares (the “Shares”) of common stock, $0.001 par value per share, of the Company (the “Common Stock”) at a price per share of ten dollars ($10.00), for an aggregate purchase price of $10,000,000.00 (the “Purchase Price”), to the undersigned, in reliance on the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), provided by Rule 506 of Regulation D under the Securities Act.
FIRST LIEN/SECOND LIEN INTERCREDITOR AGREEMENT dated as of February 7, 2014 among BARCLAYS BANK PLC, as Credit Agreement Agent and First-Priority Collateral Agent, U.S. BANK NATIONAL ASSOCIATION, as Notes Collateral Agent and Second-Priority...First Lien/Second Lien Intercreditor Agreement • May 15th, 2014 • SFX Entertainment, INC • Services-amusement & recreation services • New York
FIRST LIEN/SECOND LIEN INTERCREDITOR AGREEMENT dated as of February 7, 2014, among BARCLAYS BANK PLC (“Barclays”), as Credit Agreement Agent and First-Priority Collateral Agent, U.S. BANK NATIONAL ASSOCIATION (“U.S. Bank”), as Notes Collateral Agent and Second-Priority Collateral Agent, SFX Entertainment, Inc. (the “Company”)) and each Subsidiary of the Company listed on Schedule I hereto.
Re: Employment Offer Dear Greg:Employment Agreement • January 23rd, 2015 • SFX Entertainment, INC • Services-amusement & recreation services • New York
OPTION AGREEMENT Dated as of March 20, 2013 (the “Effective Date”) Proprietary and ConfidentialOption Agreement • August 12th, 2013 • SFX Entertainment, INC • Services-amusement & recreation services • New York
Information provided in this binding option agreement (this “Option Agreement”) is considered “Confidential Information” as defined in the Mutual Confidentiality and Non-Circumvention Agreement, dated as of October 13, 2012 (the “Confidentiality Agreement”). By receiving this Option Agreement and any other information related to the Transactions, each of SFX Entertainment, Inc. (f/k/a SFX Holding Corporation) (“SFX”) and ID&T Holding B.V. (“ID&T” and, collectively with SFX, the “Parties”) shall not disclose or use the information in any manner without the prior written consent of the other Party; except that (A) each Party is permitted to disclose or use information to the extent permitted by the Confidentiality Agreement (as if “Proposed Transaction” defined thereunder were defined to include the Transactions) and/or to the extent permitted hereunder, and (B) the Parties agree that promptly after the Effective Date the Parties shall issue a joint press release regarding the terms here
SFX Entertainment, Inc. New York, New York 10022 SUBSCRIPTION AGREEMENTSubscription Agreement • June 25th, 2013 • SFX Entertainment, INC • Services-amusement & recreation services • New York
SFX Entertainment, Inc., a Delaware corporation (the “Company”), is hereby privately offering (this “Offering”) 2,000,000 shares (the “Shares”) of common stock, $0.001 par value per share, of the Company (the “Common Stock”) at an aggregate purchase price of $10,000,000 (the “Purchase Price”) to the undersigned, in reliance on the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), provided by Rule 506 of Regulation D under the Securities Act.
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • September 23rd, 2015 • SFX Entertainment, INC • Services-amusement & recreation services • Delaware
VOTING AND SUPPORT AGREEMENT, dated as of September 17, 2015 (this “Agreement”), by and between SFX Entertainment, Inc., a Delaware corporation (the “Company”), Sillerman Investment Company III LLC, a Delaware limited liability company (“SIC”), ESFX LLC, a Delaware limited liability company (“ESFX”) and Robert F. X. Sillerman (“Sillerman” and, together with SIC and ESFX, the “Stockholders”). The Company and the Stockholders are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
SFX Holding Corporation New York, New York 10022 SUBSCRIPTION AGREEMENTSubscription Agreement • June 25th, 2013 • SFX Entertainment, INC • Services-amusement & recreation services • New York
SFX Holding Corporation., a Delaware corporation (the “Company”), is hereby privately offering (this “Offering”) 2,000,000 shares (the “Shares”) of common stock, $0.001 par value per share, of the Company (the “Common Stock”) at an aggregate purchase price of $10,000,000 (the “Purchase Price”) to the undersigned, in reliance on the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), provided by Rule 506 of Regulation D under the Securities Act.
AGREEMENT AND PLAN OF MERGER BY AND AMONG SFX Entertainment, Inc., PITA II LLC, Beatport, LLC, BP Representative, LLC, as the Sellers’ Representative, and the Sellers Dated February 25, 2013Merger Agreement • June 25th, 2013 • SFX Entertainment, INC • Services-amusement & recreation services • New York
This Agreement and Plan of Merger (this “Agreement”), is entered into as of February 25, 2013, by and among PITA II LLC, a Delaware limited liability company (“Buyer”), SFX Entertainment, Inc., a Delaware corporation (“Parent”), Beatport, LLC, a Colorado limited liability company (the “Company”), BP Representative, LLC, as the Sellers’ Representative (the “Sellers’ Representative”), and the equity holders of the Company who are parties to this Agreement or who hereafter become parties to this Agreement by execution of a joinder agreement in substantially the form attached hereto as Exhibit A (a “Joinder Agreement”) in accordance with the terms hereof (each, a “Seller”, and further collectively with Buyer, Parent, the Company, and the Sellers’ Representative, the “Parties”).
SHARED SERVICES AGREEMENTShared Services Agreement • June 25th, 2013 • SFX Entertainment, INC • Services-amusement & recreation services • New York
THIS SHARED SERVICES AGREEMENT (this “Agreement”) is entered into as of January 4, 2013 by and between Viggle Inc., a Delaware corporation (“Viggle”), and SFX Holding Corporation, a Delaware corporation (“SFX”). Viggle and SFX each are sometimes referred to hereinafter as a “Party” and, collectively, as the “Parties.”
GUARANTEE AGREEMENTGuarantee Agreement • June 25th, 2013 • SFX Entertainment, INC • Services-amusement & recreation services • New York
THIS GUARANTEE AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Guarantee”) is entered into as of March 15, 2013 by and among ROBERT F.X. SILLERMAN (in his capacity as an individual and not as an officer, director or member (or other similar or analogous role) of any entity) and his successors and permitted assigns (collectively, the “Individual Guarantor”) in favor of BARCLAYS BANK PLC, as collateral agent (the “Collateral Agent”), for the benefit of the Secured Parties under the Credit Agreement defined below. Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement (defined below).
ContractNote • June 25th, 2013 • SFX Entertainment, INC • Services-amusement & recreation services • New York
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, ASSIGNED, OR OTHERWISE TRANSFERRED EXCEPT (I) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT THAT IS CURRENT WITH RESPECT TO THIS NOTE OR (II) PURSUANT TO A SPECIFIC EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, BUT ONLY UPON A HOLDER HEREOF FIRST HAVING OBTAINED THE WRITTEN OPINION OF COUNSEL, SATISFACTORY TO THE BORROWER AS TO BOTH OPINION AND COUNSEL, THAT ANY SUCH PROPOSED DISPOSITION IS IN COMPLIANCE WITH ALL APPLICABLE PROVISIONS OF THE SECURITIES ACT AS WELL AS ANY APPLICABLE STATE SECURITIES LAW.
ASSET CONTRIBUTION AGREEMENT by and among SFX ENTERTAINMENT, INC. SFX-TOTEM OPERATING PTY LTD, TOTEM ONELOVE GROUP PTY LTD, TOTEM INDUSTRIES PTY LTD, ARTISTS ALLIANCE AUSTRALASIA PTY LTD (IN ITS CAPACITY AS TRUSTEE OF THE F COTELA FAMILY TRUST),...Asset Contribution Agreement • August 12th, 2013 • SFX Entertainment, INC • Services-amusement & recreation services • Victoria
This Asset Contribution Agreement (this “Agreement”) is dated as of May 15, 2013, by and among SFX ENTERTAINMENT, INC., a Delaware corporation (“Parent”), SFX-TOTEM OPERATING PTY LTD, a proprietary limited company organized under the laws of Australia wholly owned by Parent (“Acquiror”, and together with Parent, the “Acquiring Parties”), TOTEM ONELOVE GROUP PTY LTD, a proprietary limited company organized under the laws of Australia (“Totem Onelove Group”), TOTEM INDUSTRIES PTY LTD, a proprietary limited company organized under the laws of Australia (“Totem Industries”, and together with Totem Onelove Group, the “Transferors”), ARTISTS ALLIANCE AUSTRALASIA PTY LTD in its capacity as trustee of the F Cotela Family Trust (“Shareholder A”), BEGGARS CANYON INVESTMENTS PTY LTD in its capacity as trustee of the Skywalker Family Trust (“Shareholder B”), DEYSON PTY LTD in its capacity as trustee of the Deyson Trust (“Shareholder C”), SELLMARK INTERNATIONAL PTY LTD in its capacity as trustee of
SHARED SERVICES AGREEMENTShared Services Agreement • June 25th, 2013 • SFX Entertainment, INC • Services-amusement & recreation services • New York
THIS SHARED SERVICES AGREEMENT (this “Agreement”) is entered into as of January 4, 2013 by and between Circle Entertainment Inc., a Delaware corporation (“Circle”), and SFX Holding Corporation, a Delaware corporation (“SFX”). Circle and SFX each are sometimes referred to hereinafter as a “Party” and, collectively, as the “Parties.”
ContractWarrant Agreement • June 25th, 2013 • SFX Entertainment, INC • Services-amusement & recreation services • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK PURCHASABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (I) A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR (II) AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
