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.
Date]Viggle Inc. • December 2nd, 2013 • Services-computer programming, data processing, etc.
Viggle Inc. (the “Company”) and Sillerman Investment Company II LLC (“SIC II”) are party to that certain Amended and Restated Line of Credit Grid Promissory Note, dated as of March 11, 2013, a copy of which is attached hereto (the “Amended and Restated Note”), in the aggregate principal amount of $25,000,000. [Investor] (the “Investor”) and the Company are party to that certain Exchange Agreement, dated on or about the date hereof (the “Exchange Agreement”), pursuant to which the Investor has agreed to exchange the Prior Securities (as such term is defined in the Exchange Agreement) for Series A Preferred Shares and Series B Preferred Shares (as such terms are defined in the Exchange Agreement) (the “Exchange”). In connection with such Exchange, the Investor has agreed to commit to fund its pro rata portion of the principal amount of the Amended and Restated Note in the event that the Company draws on such Amended and Restated Note in the future. This letter agreement will become effec
SUBORDINATION AGREEMENTSubordination Agreement • December 2nd, 2013 • Viggle Inc. • Services-computer programming, data processing, etc. • New York
FOR VALUE RECEIVED, and in order to induce DEUTSCHE BANK TRUST COMPANY AMERICAS (“Lender”) now and from time to time hereafter to extend financial accommodations to, or otherwise extend or continue to extend credit to or for the benefit of Viggle Inc., a corporation organized and existing under the laws of the State of Delaware (“Company”), each of the undersigned (each a “Creditor” and collectively, “Creditors”) does hereby subordinate payment of the indebtedness of Company to such Creditor evidenced by: (i) the notes, other instruments and/or documents set forth on Exhibit A hereto, and (ii) all other indebtedness of Company to such Creditor of every nature, howsoever evidenced, incurred or created, and whether now or hereafter owing (collectively, the “Subordinated Indebtedness”) to: (x) the obligations and liabilities of Company to Lender under that certain Term Loan Agreement dated as of March 11, 2013 (as amended on September 10, 2013) by and between Company and Lender, as the sa
