SECOND AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT of FRONT LINE MANAGEMENT GROUP, INC.Stockholders’ Agreement • November 4th, 2008 • Ticketmaster Entertainment, Inc. • Services-miscellaneous amusement & recreation • Delaware
This Second Amended and Restated Stockholders’ Agreement (as amended, modified, restated or supplemented from time to time, this “Agreement”) is made as of June 9, 2008, by and among Front Line Management Group, Inc., a Delaware corporation (the “Company”), FLMG Holdings Corp., a Delaware corporation (“FLMG Holdings”), solely for purposes of Section 6.16, IAC/InterActiveCorp, a Delaware corporation (“IAC”), The Azoff Family Trust of 1997 (the “Azoff Trust”), MM Investment Inc., a Delaware corporation (“MMI”), WMG Church Street Limited, an English company (“WMG Church”), Madison Square Garden, L.P., a Delaware limited partnership (“MSG”), each other holder of Shares who may become party to this Agreement by executing a counterpart to this Agreement pursuant to Section 3.5 (FLMG Holdings, the Azoff Trust, MMI, WMG Church, MSG and each such party, a “Stockholder” and collectively, the “Stockholders”), and solely for purposes of Section 6.15, Warner Music Inc., a Delaware corporation (“WMG
Employment AgreementEmployment Agreement • November 4th, 2008 • Ticketmaster Entertainment, Inc. • Services-miscellaneous amusement & recreation
Set forth below are the terms of a legally binding Employment Agreement (“Agreement”), dated October 22, 2008, by and among Irving Azoff (“Executive”), Ticketmaster (“Ticketmaster”), and, solely for purposes of the sections of the Agreement entitled “FLMG Equity Cancellation; Ticketmaster Equity Grant” and “Miscellaneous,” the Azoff Family Trust of 1997, dated May 27, 1997, as amended (the “Azoff Family Trust”).
ContractRestricted Stock Award Agreement • November 4th, 2008 • Ticketmaster Entertainment, Inc. • Services-miscellaneous amusement & recreation • New York
RESTRICTED STOCK AWARD AGREEMENT, dated as of June 8, 2007 (this “Agreement”), by and between FRONT LINE MANAGEMENT GROUP, INC. (the “Company”) and IRVING AZOFF (the “Stockholder”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 4th, 2008 • Ticketmaster Entertainment, Inc. • Services-miscellaneous amusement & recreation • California
WHEREAS, the Company is entering into that certain Stock Purchase Agreement, dated as of May 11, 2007 (“Stock Purchase Agreement”), pursuant to which, among other matters, IAC/InterActiveCorp will acquire a majority of the issued and outstanding shares of capital stock of the Company, including a portion of the shares held by Executive (the “Transaction”), such purchase to be effective as of the Closing (as such term is defined in the Stock Purchase Agreement); and
