STOCKHOLDER AGREEMENT This STOCKHOLDER AGREEMENT (the "AGREEMENT"), dated as of this 28th day of February, 2000, is entered into by and between Clear Channel Communications, Inc., a Texas corporation ("PARENT"), and Robert F.X. Sillerman (the...Stockholder Agreement • March 15th, 2000 • Sillerman Robert F X • Services-amusement & recreation services • Delaware
JOINT FILING AGREEMENTJoint Filing Agreement • February 11th, 2005 • Sillerman Robert F X • Retail-miscellaneous shopping goods stores
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D/A dated February 7, 2005 (including amendments thereto) with respect to the Common Stock of Sports Entertainment Enterprises, Inc. Each party to the Schedule 13D/A (including amendments thereto) is responsible for the accuracy and completeness of its own disclosure therein. This Joint Filing Agreement shall be filed as an Exhibit to such Schedule 13D/A.
Exhibit 3 PLEDGE AGREEMENT PLEDGE AGREEMENT dated August 25, 1997 between ROBERT F.X. SILLERMAN residing at 150 East 58th Street, New York, New York 10155 (the "Pledgor") and THE CHASE MANHATTAN BANK, a New York banking corporation, as pledgee (the...Pledge Agreement • July 15th, 1998 • Sillerman Robert F X • Services-amusement & recreation services • New York
Robert F.X. Sillerman c/o CKX, Inc. 650 Madison Avenue New York, NY 10022Sillerman Robert F X • November 20th, 2007 • Services-motion picture & video tape production
The purpose of this commitment letter is to set forth certain binding agreements between 19X, Inc. (“19X” or “you”), a Delaware corporation, and me in connection with the proposed acquisition by 19X (the “Acquisition”) of 100% of the outstanding equity interests of CKX, Inc. (“CKX”). In connection with the Acquisition, the following financings will be undertaken (together with the Acquisition, the “Transactions”): (a) CKX will obtain the first priority senior secured credit facilities described in the First Lien Term Sheet attached as an exhibit to the Debt Commitment and Engagement Agreement (the “Letter Agreement”) of even date herewith among Credit Suisse, Cayman Islands Branch, Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc. and Deutsche Bank Trust Company Americas, in an aggregate principal amount of up to $450,000,000; (b) CKX will obtain the second priority senior secured term loan facility described in the Second Lien Term Sheet attached as an exhibit to the L
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • September 23rd, 2015 • Sillerman Robert F X • 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".
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)Joint Filing Agreement • February 25th, 2015 • Sillerman Robert F X • Services-amusement & recreation services
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of them, of this Schedule 13D (including further amendments thereto) with respect to the common stock, par value $0.001 per share, of SFX Entertainment, Inc., and that this Joint Filing Agreement be included as an exhibit to such joint filing. This Joint Filing Agreement may be executed in one or more counterparts, and each such counterpart shall be an original but all of which, taken together, shall constitute but one and the same instrument. The undersigned acknowledge that each shall be responsible for the timely filing of any amendments, and for the completeness and accuracy of the information concerning him or it contained herein or therein, but shall not be responsible for the completeness or accuracy of the information concerning the other.
19X, Inc.Sillerman Robert F X • July 23rd, 2007 • Services-motion picture & video tape production
As we have been discussing, 19X, Inc. (“19x”) a company owned and controlled by Simon Fuller and myself has reached an agreement to acquire CKX, Inc. (“CKX”) for cash consideration of $13.75 per share. We will be financing the transaction with a combination of approximately $950 million of debt and $600 million of equity. Simon and I will be rolling over not less than $150 million of our CKX common stock into common stock of 19X via a contribution to the capital of 19X. In addition, I will be providing guarantees to the organizations providing the financing for this transaction of approximately an additional $150 million. Other members of senior management of CKX will be rolling over a significant amount of their CKX equity into common stock of 19X. We anticipate that this transaction will close in the fourth quarter of 2007 (the “Closing”).
Exhibit 6 The undersigned hereby agree, pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, to file a joint statement on Schedule 13D and amendments thereto pertaining to their shares of Class A Common Stock...Sillerman Robert F X • March 15th, 2000 • Services-amusement & recreation services
This agreement may be terminated for any reason by any party hereto immediately upon the personal delivery or facsimile transmission of notice to that effect to the other parties hereto.
FORM OF NOMINEE AGREEMENTNominee Agreement • February 25th, 2015 • Sillerman Robert F X • Services-amusement & recreation services • New York
In reliance upon their mutual covenants, by which each party intends to be legally bound and for good and valuable consideration, the sufficiency of which each party hereby acknowledges, Robert F.X. Sillerman (“Nominee”) and the persons and entities signatory hereto (collectively, the “Beneficiaries,” and each, a “Beneficiary”) do enter into this Nominee Agreement (this “Agreement”), dated as of [_______].
Exhibit 1 The undersigned hereby agree, pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, to file a joint statement on Schedule 13D and amendments thereto pertaining to their shares of Class A Common Stock...Sillerman Robert F X • July 15th, 1998 • Services-amusement & recreation services
This agreement may be terminated for any reason by any party hereto immediately upon the personal delivery or facsimile transmission of notice to that effect to the other parties hereto.
STOCKHOLDERS AGREEMENTAdoption Agreement • February 10th, 2014 • Sillerman Robert F X • Services-computer programming, data processing, etc. • Delaware
This Stockholders Agreement, dated as of January 29, 2014, together with the schedules attached hereto (this “Agreement”), is made by and among Viggle Inc., a Delaware corporation (the “Company”) and the Persons listed on Schedule I attached hereto (each, a “Stockholder” and collectively the “Stockholders”) and Nancy Y. Lee, solely in her capacity as the Stockholders’ Agent on behalf of the Eligible Stockholders pursuant to the Merger Agreement (as defined below).
Dated as of October 7, 1999 In consideration of any existing obligation, indebtedness or other liability of the undersigned to CITIBANK, N.A., and its affiliates, successors and assigns (the "Secured Party"), whether joint, several or joint and...Execution Copy • November 1st, 1999 • Sillerman Robert F X • Services-amusement & recreation services • New York
19x, Inc. New York, New York 10022Letter Agreement • July 23rd, 2007 • Sillerman Robert F X • Services-motion picture & video tape production • New York
The purpose of this letter agreement (the “Letter Agreement”) is to set forth certain binding agreements between Simon Robert Fuller (“Fuller”), Robert F.X. Sillerman (“Sillerman”) and 19X, Inc. (“19X”), a Delaware corporation, in connection with (i) the proposed acquisition by 19X (the “Acquisition”) of 100% of the stock of CKX, Inc. (“CKX”), the parent of 19 Entertainment Limited (“19 Entertainment”), (ii) the Director’s Service Agreement (the “Director’s Service Agreement”), dated as of the date hereof, between Fuller and 19 Entertainment, a copy of which is attached hereto as Schedule I and (iii) certain related matters. In consideration of the foregoing and the mutual representations, warranties, promises, undertakings, covenants and agreements described herein, intending to be legally bound upon the execution of a counterpart of this Letter Agreement by Fuller and Sillerman, the parties hereto agree as follows:
DATE: July 18, 2007 TO: Tomorrow Foundation TELEPHONE: (212) 407-9145 FACSIMILE: (212) 872-1473 Attention: Robert F.X. Sillerman FROM: Derivatives Documentation TELEPHONE: 212-272-2711 FACSIMILE: 212-272-9857 SUBJECT: Equity Derivatives Confirmation...Sillerman Robert F X • July 23rd, 2007 • Services-motion picture & video tape production
This Confirmation is subject to and incorporates the 2002 Equity Derivatives Definitions (the “2002 Definitions”), as published by the International Swaps and Derivatives Association, Inc. (“ISDA”).
GUARANTYGuaranty • July 23rd, 2007 • Sillerman Robert F X • Services-motion picture & video tape production • New York
GUARANTY, dated as of July 18, 2007 by ROBERT F.X. SILLERMAN (the “Guarantor”), in favor of BEAR, STEARNS INTERNATIONAL LIMITED, or any affiliate (whether or not currently extant) (the “Beneficiary”).
AMENDMENT NO. 1 TO VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • September 23rd, 2015 • Sillerman Robert F X • Services-amusement & recreation services • Delaware
THIS AMENDMENT NO. 1 TO VOTING AND SUPPORT AGREEMENT (this "Amendment") is made and entered into as of September 22, 2015, by and among 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". All capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Voting Agreement (as defined below).
CONSENT AND AGREEMENT TO JOINT FILINGConsent and Agreement • July 23rd, 2007 • Sillerman Robert F X • Services-motion picture & video tape production
Pursuant to Rule 13d-1(k)(1)(iii) of Regulation 13D-G of the Rules and Regulations of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, each of the undersigned persons does hereby consent to and agree to jointly file with the Securities and Exchange Commission a Schedule 13D on behalf of each of them with respect to their beneficial ownership of common stock, par value $0.01 per share, of CXK, Inc., and any future amendments thereto as may be required from time to time.
NOMINATION AGREEMENTNomination Agreement • December 26th, 2013 • Sillerman Robert F X • Services-computer programming, data processing, etc. • Delaware
This Nomination Agreement, dated as of December 16, 2013 (this “Agreement”), is made by and among Viggle Inc., a Delaware corporation (the “Company”) and the undersigned stockholders of the Company (each, a “Stockholder” and collectively the “Stockholders”).
Robert F.X. Sillerman 902 Broadway 15th Floor New York, NY 10010Sillerman Robert F X • August 4th, 2015 • Services-amusement & recreation services
This will confirm that pursuant to our conversation, effective today, the Put Agreement has been terminated upon our sale of the shares to ESFX, LLC.
AMENDMENT NO. 1 TO MANAGEMENT COOPERATION AGREEMENTManagement Cooperation Agreement • July 23rd, 2007 • Sillerman Robert F X • Services-motion picture & video tape production
AMENDMENT NO. 1, dated as of July 18, 2007 (this “Amendment”), to the MANAGEMENT COOPERATION AGREEMENT, dated as of June 1, 2007 (the “Management Cooperation Agreement”), is entered into by and among CKX, Inc., a Delaware corporation (the “Company”), and each of the holders of shares of common stock, par value $0.01 per share, of the Company (the “Common Stock”) set forth on Schedule I hereto (each a “Stockholder”). All terms not herein defined shall have the meanings as set forth in the Management Cooperation Agreement.
July 31, 2015Sillerman Robert F X • August 4th, 2015 • Services-amusement & recreation services
FIFTH AMENDED AND RESTATED JOINT FILING AGREEMENT PURSUANT TO RULE 13D-1(K)(1)Joint Filing Agreement • March 14th, 2014 • Sillerman Robert F X • Real estate
This Agreement is made pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the "Act") by and among the parties listed below, each referred to herein as a "Joint Filer." The Joint Filers agree that a statement of beneficial ownership as required by Section 13(d) of the Act and the Rules thereunder may be filed on each of their behalf on Schedule 13D or Schedule 13G, as appropriate, and that said joint filing may thereafter be amended by further joint filings. The Joint Filers state that they each satisfy the requirements for making a joint filing under Rule 13d-1.
SECOND AMENDMENT TO EXCHANGE AGREEMENTExchange Agreement • May 18th, 2017 • Sillerman Robert F X • Services-computer programming, data processing, etc. • New York
THIS SECOND AMENDMENT TO SECURITIES EXCHANGE AGREEMENT (this “Second Amendment”) is effective as of January 14, 2017, by and between Function(x) Inc., a Delaware corporation, (the “Company”), Sillerman Investment Company III, LLC, a Delaware limited liability company (“SIC III”), Sillerman Investment Company IV, LLC, a Delaware limited liability company (“SIC IV”) and Sillerman Investment Company VI, LLC, a Delaware limited liability company (“SIC VI,” and collectively with the Company, SIC III and SIC IV, the “Parties”).
SECURITIES PURCHASE AND SALE AGREEMENT Dated as of September 30, 2013Securities Purchase and Sale Agreement • October 3rd, 2013 • Sillerman Robert F X • Real estate • New York
This Securities Purchase and Sale Agreement (this “Agreement”) is by and between TS 2013 LLC, a Nevada limited liability company (the “Purchaser”), on the one hand, and The Huff Alternative Fund, L.P., a Delaware limited partnership (the “Huff Alternative Fund”), and The Huff Alternative Parallel Fund, L.P., a Delaware limited partnership (the “Huff Alternative Parallel Fund” and, together with the Huff Alternative Fund, collectively the “Huff Funds”), on the other hand.
FOURTH AMENDED AND RESTATED JOINT FILING AGREEMENT PURSUANT TO RULE 13D-1(K)(1)Joint Filing Agreement • October 3rd, 2013 • Sillerman Robert F X • Real estate
This Agreement is made pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the "Act") by and among the parties listed below, each referred to herein as a "Joint Filer." The Joint Filers agree that a statement of beneficial ownership as required by Section 13(d) of the Act and the Rules thereunder may be filed on each of their behalf on Schedule 13D or Schedule 13G, as appropriate, and that said joint filing may thereafter be amended by further joint filings. The Joint Filers state that they each satisfy the requirements for making a joint filing under Rule 13d-1.
May 27, 1998 Robert F.X. Sillerman SFX Entertainment, Inc. 650 Madison Avenue New York, NY 10022 Dear Bob: This letter, when countersigned by you, will constitute our mutually binding agreement (the "Agreement") with respect to the subject matter...Sillerman Robert F X • July 15th, 1998 • Services-amusement & recreation services
SUBSCRIPTION AGREEMENTSubscription Agreement • September 23rd, 2015 • Sillerman Robert F X • Services-amusement & recreation services • Delaware
This SUBSCRIPTION AGREEMENT (this "Agreement") is dated as of September 17, 2015, by and between SFX Entertainment, Inc., a Delaware corporation (the "Company"), and Sillerman Investment Company III LLC, a Delaware limited liability company (the "Subscriber").
STOCKHOLDERS’ AGREEMENT by and among SFX ENTERTAINMENT, INC. SILLERMAN INVESTMENT COMPANY III LLC and the MINORITY STOCKHOLDERS party hereto Dated as of ______, 2015Stockholders’ Agreement • May 27th, 2015 • Sillerman Robert F X • Services-amusement & recreation services • Delaware
STOCKHOLDERS AGREEMENTAdoption Agreement • December 26th, 2013 • Sillerman Robert F X • Services-computer programming, data processing, etc. • Delaware
This Stockholders Agreement, dated as of December 16, 2013, together with the schedules attached hereto (this “Agreement”), is made by and among Viggle Inc., a Delaware corporation (the “Company”) and the Persons listed on Schedule I attached hereto (each, a “Stockholder” and collectively the “Stockholders”) and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the Stockholders’ Agent on behalf of the Eligible Stockholders pursuant to the Merger Agreement (as defined below).
19X, Inc. 650 Madison Avenue New York, NY 10022Sillerman Robert F X • November 6th, 2008 • Services-motion picture & video tape production
Re: Agreement and Plan of Merger, dated as of June 1, 2007, by and among CKX, Inc., 19X, Inc. and 19X Acquisition Corp., as amended (the “Merger Agreement”)
