STOCK PURCHASE AGREEMENT By and Among Oaktree Systems, Inc., Gateway Industries, Inc., Frank C. Mackay, Jr., Thomas TomaszewskiStock Purchase Agreement • March 31st, 2000 • Gateway Industries Inc /De/ • Computer communications equipment • New York
UNDERWRITING AGREEMENT between FUNCTION(X), INC. and AEGIS CAPITAL CORP., as Representative of the Several Underwriters FUNCTION(X) Inc.Underwriting Agreement • January 19th, 2017 • Function(x) Inc. • Services-computer programming, data processing, etc. • New York
The undersigned, Function(x) Inc. a corporation formed under the laws of the State of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of Function(x), Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with Aegis Capital Corp. (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
WARRANTGateway Industries Inc /De/ • July 31st, 2003 • Services-computer programming, data processing, etc. • New York
EXHIBIT 10.2 THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF IN...Gateway Industries Inc /De/ • July 31st, 2003 • Services-computer programming, data processing, etc. • New York
EXHIBIT 10.4 MANAGEMENT AGREEMENT AGREEMENT, effective as of the first day of January 2000 by and between Gateway Industries, Inc. a Delaware corporation having an office at 150 East 52nd Street, New York, New York 10019, and Steel Partners Services,...Management Agreement • March 14th, 2003 • Gateway Industries Inc /De/ • Services-computer programming, data processing, etc.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 13th, 2016 • DraftDay Fantasy Sports, Inc. • Services-computer programming, data processing, etc. • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 12, 2016, between Function(x) Inc. (formerly known as DraftDay Fantasy Sports, Inc.), a Delaware corporation (the “Company”) and the investors set forth in Schedule A attached hereto (each a “Purchaser” and collectively, the “Purchasers”).
10% SENIOR SECURED CONVERTIBLE DEBENTUREDraftDay Fantasy Sports, Inc. • July 13th, 2016 • Services-computer programming, data processing, etc. • New York
THIS 10% SENIOR SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 10% Senior Secured Convertible Debentures of Function (x) Inc. (formerly known as DraftDay Fantasy Sports, Inc., a Delaware corporation, (the “Company”), having its principal place of business at 902 Broadway, New York, NY 10010, designated as its 10% Senior Secured Convertible Debenture due 2017 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
EXHIBIT 1Stock Purchase Agreement • January 6th, 1997 • Gateway Industries Inc /Ca/ • Computer communications equipment
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 7th, 2017 • Function(x) Inc. • Services-computer programming, data processing, etc. • Utah
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of June 28, 2017, is entered into by and between FUNCTION(X) INC., a Delaware corporation (“Company”), and ILIAD RESEARCH AND TRADING, L.P., a Utah limited partnership, its successors and/or assigns (“Investor”).
SUBSCRIPTION AGREEMENTSubscription Agreement • May 8th, 2017 • Function(x) Inc. • Services-computer programming, data processing, etc. • New York
This Subscription Agreement (this “Agreement”) is being delivered to the purchaser identified on the signature page to this Agreement (the “Subscriber”) in connection with its investment in the securities of Function(x) Inc., a Delaware corporation (the “Company”). The Company is conducting a private placement (the “Offering”) of up to $20,000,000 (the “Maximum Offering Amount”)(subject to increase by the Board of Directors) of shares of the Company’s Series G Convertible Preferred Stock, par value $0.001 per share (the “Shares”), which are convertible into shares (the “Conversion Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), with such rights and designations as set forth in the Company’s Certificate of Designation of Series G Convertible Preferred Stock (the “Series G Certificate of Designation”). The Shares will be sold at a purchase price (the “Purchase Price”) per Conversion Share equal to the lower of: (i) $1.05 per share and (ii) on and
COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • July 13th, 2016 • DraftDay Fantasy Sports, Inc. • Services-computer programming, data processing, etc. • New York
Function (x) Inc. (formerly known as DraftDay Fantasy Sports, Inc.), a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Dominion Capital LLC, the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon exercise of this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”), at any time or times on or after the Issuance Date, but not after 11:59 p.m., New York time, on the Expiration Date (as defined below), [______________](subject to adjustment as provided herein) fully paid and non-assessable shares of Common Stock (as defined below) (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant shall
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 13th, 2016 • DraftDay Fantasy Sports, Inc. • Services-computer programming, data processing, etc. • New York
This Agreement is made pursuant to that certain Securities Purchase Agreement (the “Purchase Agreement”), dated as of the date hereof, between the Company and the Investor, among others.
SECURITY AGREEMENTSecurity Agreement • July 13th, 2016 • DraftDay Fantasy Sports, Inc. • Services-computer programming, data processing, etc. • New York
This SECURITY AGREEMENT, dated as of July 8, 2016 (as amended, restated or otherwise modified from time to time, this “Agreement”) made by Function(x) Inc. (formerly known as DraftDay Fantasy Sports, Inc.), a Delaware corporation (the “Company”), wetpaint.com, Inc., a Delaware corporation, and Choose Digital Inc., a Delaware corporation (each of the Company, wetpaint.com, Inc. and Choose Digital Inc., a “Grantor” and collectively, the “Grantors”), in favor of Rant, Inc., a Delaware corporation (the “Secured Party”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 27th, 2014 • Viggle Inc. • Services-computer programming, data processing, etc. • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is dated as of October 24, 2014, by and between Viggle Inc., a Delaware corporation (the “Corporation”), and the Holders (as defined herein).
NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), ANY STATE SECURITIES LAW OR ANY OTHER SECURITIES LAWS AND, ACCORDINGLY, MAY NOT...Viggle Inc. • February 10th, 2014 • Services-computer programming, data processing, etc. • New York
This warrant replaces in its entirety that certain Warrant issued to the Holder on June 16, 2012 for __________ shares (the “Original Warrant”) and the Original Warrant shall no longer be of any force or effect. Viggle Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), hereby certifies that, for value received, the holder whose name appears above or its registered assigns (“Holder”), is entitled, subject to the terms set forth herein, to purchase from the Company up to the total number of shares appearing above of Common Stock, $0.001 par value (including any class of common equity of the Company or any successor company for which such Common Stock becomes exchangeable or into which it becomes convertible, directly or indirectly, pursuant to any reorganization, recapitalization, reclassification, merger, combination, share exchange or similar transaction as provided in Section 3, the “Common Stock”), of the Company (each such share, a “W
EMPLOYMENT AGREEMENTEmployment Agreement • October 15th, 2012 • Viggle Inc. • Services-computer programming, data processing, etc. • New York
EMPLOYMENT AGREEMENT, made as of May 11, 2011, between FUNCTION (X), INC., a Delaware corporation (the “Employer”), and GREGORY CONSIGLIO (the “Executive”).
Shares Viggle Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • March 31st, 2014 • Viggle Inc. • Services-computer programming, data processing, etc. • New York
The undersigned, the Chief Executive Officer and the Chief Financial Officer of Viggle Inc., a Delaware corporation (the “Company”), pursuant to Section [l] of the Underwriting Agreement, dated as of [l] [l], 2014 (the “Underwriting Agreement”), by and between the Company and Ladenburg Thalmann & Co. Inc., as representative of the several underwriters listed in Schedule 1 thereto (collectively, the “Underwriters”), providing for the sale by the Company to the Underwriters of (i) [l] shares of common stock, par value $0.001 per share (the “Common Stock”), of the Company and (ii) up to an additional [l] shares of Common Stock, hereby certify that they are authorized to execute this Officers’ Certificate in the name and on behalf of the Company. Each of the undersigned also hereby certifies that:
SECURITIES EXCHANGE AGREEMENTSecurities Exchange Agreement • June 17th, 2016 • DraftDay Fantasy Sports, Inc. • Services-computer programming, data processing, etc. • New York
THIS SECURITIES EXCHANGE AGREEMENT (this “Agreement”) is dated June 8, 2016, by and between DRAFTDAY FANTASY SPORTS, INC., a Delaware corporation formerly known as Viggle, Inc. (the “Company”), MGT Sports, Inc., a Delaware corporation partnership (“MGT Sports”) and MGT Capital Investments, Inc., a Delaware corporation and the parent corporation of MGT Sports (“Parent,” and collectively with the Company and MGT Sports, the “Parties”).
EXCHANGE AGREEMENTExchange Agreement • December 2nd, 2013 • Viggle Inc. • Services-computer programming, data processing, etc. • Delaware
This EXCHANGE AGREEMENT (the “Agreement”) is by and between Viggle Inc., a Delaware corporation (the “Company”), and the investor listed on the signature page hereto (the “Holder”), and is effective on the date set forth on the signature page of the Company hereto.
UNDERWRITING AGREEMENTUnderwriting Agreement • May 22nd, 2015 • Viggle Inc. • Services-computer programming, data processing, etc. • New York
Viggle, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to Ladenburg Thalmann & Co. Inc. (the “Underwriter”) an aggregate of 3,626,179 authorized but unissued shares (the “Firm Shares”) of Common Stock, par value $0.01 per share (“Common Stock”), of the Company. Subject to the terms and conditions stated herein, the Company has granted the Underwriter the option to purchase an aggregate of up to 543,927 shares of Common Stock (the “Option Shares”) as may be necessary to cover over-allotments made in connection with the offering; provided, that, the number of Option Shares shall be reduced to the extent necessary such that, after giving effect to the issuance and sale of the Firm Shares, the issuance and sale of the Option Shares would not cause the aggregate value of securities issued and sold by the Company under its registration statement on Form S-3 (File No. 333-201952) during the immediately preceding twe
SALES AGENCY AGREEMENTSales Agency Agreement • January 23rd, 2015 • Viggle Inc. • Services-computer programming, data processing, etc. • 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”).
SHARED SERVICES AND REIMBURSEMENT AGREEMENT Dated as of February 15, 2011Shared Services and Reimbursement Agreement • October 7th, 2011 • Function (X) Inc. • Services-computer programming, data processing, etc. • New York
The parties to this Shared Services and Reimbursement Agreement are Circle Entertainment Inc., a Delaware corporation (“Circle”) and Function (X) Inc., a Delaware corporation (“Function (X)”). Circle and Function (X) are sometimes referred to collectively hereinafter as the “parties” or individually as a “party.”
January 22, 2015Employment Agreement • January 23rd, 2015 • Viggle Inc. • Services-computer programming, data processing, etc. • New York
Reference is made to that certain Amended and Restated Employment Agreement dated as of May 1, 2014 (the “Employment Agreement”) by and between you and Viggle Inc. (the “Employer”), pursuant to which you are employed as President and Chief Operating Officer of the Company. Defined terms used in this Letter Agreement and not defined herein shall have the meanings ascribed to them in the Employment Agreement.
FORM OF LINE OF CREDIT GRID PROMISSORY NOTEFunction (X) Inc. • April 9th, 2012 • Services-computer programming, data processing, etc. • New York
PERSONAL GUARANTYPersonal Guaranty • November 13th, 2017 • Function(x) Inc. • Services-computer programming, data processing, etc. • New York
SOFTWARE LICENSE AND SERVICES AGREEMENTSoftware License and Services Agreement • March 14th, 2014 • Viggle Inc. • Services-computer programming, data processing, etc. • 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”).
EXCHANGE AGREEMENTExchange Agreement • March 19th, 2013 • Viggle Inc. • Services-computer programming, data processing, etc. • New York
This EXCHANGE AGREEMENT (the “Agreement”), dated as of March 11, 2013, is by and among Viggle Inc., a Delaware corporation (the “Company”), and the investor listed on the Schedule attached hereto (the “Investor”).
WAIVERWaiver • November 14th, 2016 • Function(x) Inc. • Services-computer programming, data processing, etc. • Delaware
THIS WAIVER (hereinafter, as it may be from time to time amended, modified, extended, renewed, substituted, and/or supplemented, referred to as this “Waiver”) is made this ______ day of November 2016, by and between FUNCTION(X) INC., a Delaware corporation (hereinafter referred to as “the Company”) and Barry Honig, as Collateral Agent (the Holder”).
FIRST AMENDMENT TO FORBEARANCE AGREEMENTForbearance Agreement • August 11th, 2016 • Function(x) Inc. • Services-computer programming, data processing, etc.
12% SECURED CONVERTIBLE PROMISSORY NOTE DUE JULY 8, 2017DraftDay Fantasy Sports, Inc. • July 13th, 2016 • Services-computer programming, data processing, etc. • New York
FOR VALUE RECEIVED, Function(x) Inc., a Delaware corporation, (the “Company”) promises to pay to Rant, Inc. or its registered assigns (the "Holder"), or shall have paid pursuant to the terms hereunder, the principal sum of $3,000,000 on July 8,2017, unless extended upon an Event of Default as provided in Section 6(b) hereof, (the "Maturity Date") or such earlier date as this Note is required or permitted to be repaid as provided hereunder, and to pay interest to the Holder on the aggregate unconverted and then outstanding principal amount of this Note in accordance with the provisions hereof. This Note is subject to the following additional provisions:
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT by and among TIPPT MEDIA INC. and THE STOCKHOLDERS NAMED HEREIN dated as of May 14, 2012Stockholders Agreement • June 8th, 2012 • Viggle Inc. • Services-computer programming, data processing, etc. • Delaware
This Amended and Restated Stockholders Agreement (this “Agreement”), dated as of May 14, 2012 (the “Effective Date”), is entered into by and among TIPPT Media Inc. a Delaware corporation (the “Company”), Function(x) Inc., a Delaware corporation (the “Minority Stockholder”), TIPPT LLC a Delaware limited liability company (the “Majority Stockholder” and, together with the Minority Stockholder, the “Initial Stockholders”) and each other Person who after the date hereof acquires Common Stock of the Company and becomes a party to this Agreement by executing a Joinder Agreement (such Persons, collectively with the Initial Stockholders, the “Stockholders”).
SECURITY AGREEMENTSecurity Agreement • March 15th, 2013 • Viggle Inc. • Services-computer programming, data processing, etc. • New York
This SECURITY AGREEMENT, dated as of March 11, 2013 (as amended, restated or otherwise modified from time to time, this “Agreement”) made by Viggle Inc., a Delaware corporation (the “Company”), and each of the undersigned subsidiaries of the Company (each, a “Grantor” and collectively with the Company, the “Grantors”), in favor of Robert F.X. Sillerman, a resident of the State of New York, in his capacity as collateral agent (in such capacity, the “Collateral Agent”) to the holder of the Amended and Restated Line of Credit Grid Promissory Note, dated as of the date hereof, by and between the Company and Sillerman Investment Company II LLC (as amended, restated or otherwise modified from time to time, the “First Note”).
EXCHANGE AGREEMENTExchange Agreement • March 24th, 2014 • Viggle Inc. • Services-computer programming, data processing, etc. • Delaware
This EXCHANGE AGREEMENT (the “Agreement”) is by and between Viggle Inc., a Delaware corporation (the “Company”), and the investor listed on the signature page hereto (the “Holder”), and is effective on the date set forth on the signature page of the Company hereto.
LICENSE AGREEMENTLicense Agreement • October 2nd, 2017 • Function(x) Inc. • Services-computer programming, data processing, etc. • New York
This License Agreement (the "Agreement") is entered into as of September 27, 2017 (the "Effective Date") by and between Function(x) Inc., with its principal place of business at 902 Broadway, 11th Floor, New York, NY 10010 ("Fn(x)"), and Bump Digital LLC, with its principal place of business at [_________________________________] ("Bump").
AMENDMENT TO SECURITIES PURCHASE AGREEMENT AND CONSENT TO MODIFY DEBENTURESSecurities Purchase Agreement • July 27th, 2016 • DraftDay Fantasy Sports, Inc. • Services-computer programming, data processing, etc. • New York
THIS AMENDMENT TO SECURITIES PURCHASE AGREEMENT AND CONSENT TO MODIFY DEBENTURES (“Amendment and Consent”) is made and entered into as of July 20, 2016, by and between Function(x) Inc., a Delaware corporation the (“Company”) and the Purchasers (as defined herein).
