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...Warrant Agreement • September 17th, 2013 • Viggle Inc. • Services-computer programming, data processing, etc. • New York
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 “Warrant Share”), at an exercise price equal to $0.69 per share (as adjusted from time to time as provided in Section 7, the “Exercise Price”), at any time and from time to time from and after this date through and
EXCHANGE AGREEMENTExchange Agreement • September 17th, 2013 • Viggle Inc. • Services-computer programming, data processing, etc. • Delaware
This EXCHANGE AGREEMENT (the “Agreement”), dated as of September 16, 2013, is by and between Viggle Inc., a Delaware corporation (the “Company”), and the investor listed on the signature page hereto (the “Holder”).
RESCISSION AGREEMENTRescission Agreement • September 17th, 2013 • Viggle Inc. • Services-computer programming, data processing, etc. • New York
This RESCISSION AGREEMENT (this “Agreement”) is made as of the 16th day of September, 2013, by and among VIGGLE INC., a Delaware corporation (the “Company”), SILLERMAN INVESTMENT COMPANY LLC, a Delaware limited liability company (“SIC”), SILLERMAN INVESTMENT COMPANY II LLC, a Delaware limited liability company (“SIC II”), and Robert F.X. Sillerman (“Sillerman”). The Company, SIC, SIC II and Sillerman shall each be referred to as a “Party” and collectively shall be referred to as the “Parties.”
