REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 25th, 2013 • SFX Entertainment, INC • Services-amusement & recreation services • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 19, 2012, is made and entered into by and among SFX HOLDING CORPORATION, a Delaware corporation (“Parent”), and each of the stockholders of Parent set forth on Exhibit A (each such party, a “Holder” and collectively the “Holders”).
ASSET CONTRIBUTION AGREEMENT by and among SFX HOLDING CORPORATION, SFX-LIC OPERATING LLC, DAYGLOW LLC, COMMITTEE ENTERTAINMENT, LLC, SEBASTIAN SOLANO, PAUL CAMPBELL, PATRYK TRACZ and LUKASZ TRACZ dated as of July 31, 2012Asset Contribution Agreement • April 25th, 2013 • SFX Entertainment, INC • Services-amusement & recreation services • New York
This Asset Contribution Agreement (this “Agreement”) is dated as of July 31, 2012, by and among SFX HOLDING CORPORATION, a Delaware corporation (“Parent”), SFX-LIC OPERATING LLC, a Delaware limited liability company wholly owned by Parent (“Acquiror”, and together with Parent, the “Acquiring Parties”), DAYGLOW LLC, a Florida limited liability company (“Dayglow”), COMMITTEE ENTERTAINMENT, LLC, a Florida limited liability company (“Committee”), SEBASTIAN SOLANO, an individual resident of Florida and member of Dayglow and Committee (“Solano”), PAUL CAMPBELL, an individual resident of Florida and member of Dayglow and Committee (“Campbell”), PATRYK TRACZ, an individual resident of Florida and member of Dayglow and Committee (“P. Tracz”), and LUKASZ TRACZ, an individual resident of Florida and member of Dayglow and Committee (“L. Tracz” and, together with Solano, Campbell and P. Tracz, the “Members”). Dayglow and Committee are collectively referred to herein as the “Transferors” and each a
SFX Entertainment Inc. New York, New York 10022 SUBSCRIPTION AGREEMENTSubscription Agreement • April 25th, 2013 • SFX Entertainment, INC • Services-amusement & recreation services • New York
SFX Entertainment Inc., a Delaware corporation (the “Company”), is hereby privately offering 5,000,000 shares (the “Shares”) of common stock, $0.001 par value per share, of the Company (the “Common Stock”) at an aggregate purchase price of $20,000,000 (the “Purchase Price”) to the undersigned, in reliance on the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), provided by Rule 506 of Regulation D under the Securities Act.
SFX HOLDING CORPORATION 15th Floor New York, NY 10022 November 8, 2012Employment Agreement • April 25th, 2013 • SFX Entertainment, INC • Services-amusement & recreation services
We are delighted to confirm to you that we are offering you the position of President of SFX Holding Corporation (the “Company”), subject to the terms and conditions set forth herein:
INDEMNIFICATION AGREEMENTIndemnification Agreement • April 25th, 2013 • SFX Entertainment, INC • Services-amusement & recreation services • Delaware
This AGREEMENT dated [Date], between SFX Entertainment, Inc., a corporation organized under the laws of the State of Delaware (the “Corporation”), and [Name] (“Indemnitee”).
GUARANTEE AND COLLATERAL AGREEMENT made by EACH OF THE GRANTORS PARTY HERETO in favor of BARCLAYS BANK PLC, as Collateral Agent Dated as of March 15, 2013Guarantee and Collateral Agreement • April 25th, 2013 • SFX Entertainment, INC • Services-amusement & recreation services • New York
GUARANTEE AND COLLATERAL AGREEMENT, dated as of March 15, 2013, made by SFX Intermediate Holdco II LLC, a Delaware limited liability company (the “Borrower”), the other Persons listed on the signature pages hereof and the Additional Grantors (as defined herein) in favor of Barclays Bank PLC, as collateral agent (in such capacity, together with any successor agent appointed pursuant to Section 8.07 of the Credit Agreement referred to below, the “Collateral Agent”) for the Secured Parties (as defined below), including the several banks and other financial institutions or entities (the “Lenders”) from time to time parties to that certain Credit Agreement, dated as the date hereof, by and among the Borrower, the Lenders, Barclays Bank PLC, as administrative agent, and the other agents party thereto (as amended, restated, supplemented waived and/or otherwise modified from time to time, the “Credit Agreement”).
SFX HOLDING CORPORATION New York, New York 10022Asset Contribution Agreement • April 25th, 2013 • SFX Entertainment, INC • Services-amusement & recreation services
Reference is made to that certain Asset Contribution Agreement (the “Agreement”), dated as of November 21, 2012, by and among SFX Holding Corporation, a Delaware corporation (“Parent”), SFX-Nightlife Operating LLC, a Delaware limited liability company wholly owned by Parent (“Acquiror”, and together with Parent, the “Acquiring Parties”), Nightlife Holdings LLC, a Florida limited liability company (“Nightlife”), MMG Nightlife LLC, a Florida limited liability company and a wholly owned subsidiary of Nightlife (“MMG”), Punta Cana Venue LLC, a Delaware limited liability company and a wholly owned subsidiary of Nightlife (“Punta Cana”), US Nightlife Management LLC, a Florida limited liability company and a wholly owned subsidiary of Nightlife (“US Nightlife”), David Grutman, Inc., a Florida corporation and a member of Nightlife (“Grutman Inc.”), SEBU Corp., a Florida corporation and a member of Nightlife (“SEBU”), Dave Grutman, an individual resident of Florida and sole stockholder of Grutm
AMENDMENT TO JV AGREEMENTJv Agreement • April 25th, 2013 • SFX Entertainment, INC • Services-amusement & recreation services • New York
This AMENDMENT TO JV AGREEMENT (this “Amendment”) is dated as of March 14, 2013 (the “Effective Date”) and is made between SFX Entertainment, Inc. (f/k/a SFX Holding Corporation) (“SFX”), SFX-IDT N.A. Holding LLC (“SFX-IDT N.A. Holding”)), ID&T/SFX North America LLC (“ID&T/SFX NA”), ID&T/SFX Q-Dance LLC (“Q-Dance LLC”), ID&T/SFX Sensation LLC (“Sensation LLC”), ID&T/SFX Mysteryland LLC (“Mysteryland LLC”), ID&T/SFX TomorrowWorld LLC (“TomorrowWorld LLC” and, collectively with SFX-IDT N.A. Holding, ID&T/SFX NA, Q-Dance LLC, Sensation LLC, and Mysteryland LLC, the “JV Entities”), and ID&T Holding B.V. (“ID&T” and, collectively with SFX and the JV Entities, the “Parties”).
SFX Holding Corporation New York, New York 10022 SUBSCRIPTION AGREEMENTSubscription Agreement • April 25th, 2013 • SFX Entertainment, INC • Services-amusement & recreation services • New York
SFX Holding Corporation., a Delaware corporation (the “Company”), is hereby privately offering (this “Offering”) 300,000 shares (the “Shares”) of common stock, $0.001 par value per share, of the Company (the “Common Stock”) at an aggregate purchase price of $1,500,000 (the “Purchase Price”) to the undersigned, in reliance on the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), provided by Rule 506 of Regulation D under the Securities Act.
October 28, 2012 Baron CapitalPut Option Letter Agreement • April 25th, 2013 • SFX Entertainment, INC • Services-amusement & recreation services • New York
October 28, 2012 SFX Entertainment Inc. 650 Madison Avenue, 15th Floor New York, New York 10022 Re: Termination of Subscription Agreement Dear Ladies and Gentlemen,Termination of Subscription Agreement • April 25th, 2013 • SFX Entertainment, INC • Services-amusement & recreation services • New York
This letter shall be binding upon and inure to the benefit of the parties and their respective successors and assigns. Each party may not assign this letter or any rights or obligations hereunder without the prior written consent of the other party. All questions concerning the construction, validity, enforcement and interpretation of this Letter Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York.
SFX Holding Corporation New York, New York 10022 AMENDMENT TO SUBSCRIPTION AGREEMENTSubscription Agreement • April 25th, 2013 • SFX Entertainment, INC • Services-amusement & recreation services
In consideration of the mutual promises of the Corporation and Entertainment Events hereinafter set forth and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Corporation and Entertainment Events agree to amend the Subscription Agreement as follows, effective as of the date of this Amendment:
SFX Entertainment, Inc. New York, New York 10022 SUBSCRIPTION AGREEMENTSubscription Agreement • April 25th, 2013 • SFX Entertainment, INC • Services-amusement & recreation services • New York
SFX Entertainment, Inc., a Delaware corporation (the “Company”), is hereby privately offering (this “Offering”) one million (1,000,000) shares (the “Shares”) of common stock, $0.001 par value per share, of the Company (the “Common Stock”) at a price per share of ten dollars ($10.00), for an aggregate purchase price of $10,000,000.00 (the “Purchase Price”), to the undersigned, in reliance on the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), provided by Rule 506 of Regulation D under the Securities Act.
OPTION AGREEMENT Dated as of March 20, 2013 (the “Effective Date”) Proprietary and ConfidentialOption Agreement • April 25th, 2013 • SFX Entertainment, INC • Services-amusement & recreation services • New York
Information provided in this binding option agreement (this “Option Agreement”) is considered “Confidential Information” as defined in the Mutual Confidentiality and Non-Circumvention Agreement, dated as of October 13, 2012 (the “Confidentiality Agreement”). By receiving this Option Agreement and any other information related to the Transactions, each of SFX Entertainment, Inc. (f/k/a SFX Holding Corporation) (“SFX”) and ID&T Holding B.V. (“ID&T” and, collectively with SFX, the “Parties”) shall not disclose or use the information in any manner without the prior written consent of the other Party; except that (A) each Party is permitted to disclose or use information to the extent permitted by the Confidentiality Agreement (as if “Proposed Transaction” defined thereunder were defined to include the Transactions) and/or to the extent permitted hereunder, and (B) the Parties agree that promptly after the Effective Date the Parties shall issue a joint press release regarding the terms here
SFX Entertainment, Inc. New York, New York 10022 SUBSCRIPTION AGREEMENTSubscription Agreement • April 25th, 2013 • SFX Entertainment, INC • Services-amusement & recreation services • New York
SFX Entertainment, Inc., a Delaware corporation (the “Company”), is hereby privately offering (this “Offering”) 2,000,000 shares (the “Shares”) of common stock, $0.001 par value per share, of the Company (the “Common Stock”) at an aggregate purchase price of $10,000,000 (the “Purchase Price”) to the undersigned, in reliance on the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), provided by Rule 506 of Regulation D under the Securities Act.
SFX Holding Corporation New York, New York 10022 SUBSCRIPTION AGREEMENTSubscription Agreement • April 25th, 2013 • SFX Entertainment, INC • Services-amusement & recreation services • New York
SFX Holding Corporation., a Delaware corporation (the “Company”), is hereby privately offering (this “Offering”) 2,000,000 shares (the “Shares”) of common stock, $0.001 par value per share, of the Company (the “Common Stock”) at an aggregate purchase price of $10,000,000 (the “Purchase Price”) to the undersigned, in reliance on the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), provided by Rule 506 of Regulation D under the Securities Act.
AGREEMENT AND PLAN OF MERGER BY AND AMONG SFX Entertainment, Inc., PITA II LLC, Beatport, LLC, BP Representative, LLC, as the Sellers’ Representative, and the Sellers Dated February 25, 2013Merger Agreement • April 25th, 2013 • SFX Entertainment, INC • Services-amusement & recreation services • New York
This Agreement and Plan of Merger (this “Agreement”), is entered into as of February 25, 2013, by and among PITA II LLC, a Delaware limited liability company (“Buyer”), SFX Entertainment, Inc., a Delaware corporation (“Parent”), Beatport, LLC, a Colorado limited liability company (the “Company”), BP Representative, LLC, as the Sellers’ Representative (the “Sellers’ Representative”), and the equity holders of the Company who are parties to this Agreement or who hereafter become parties to this Agreement by execution of a joinder agreement in substantially the form attached hereto as Exhibit A (a “Joinder Agreement”) in accordance with the terms hereof (each, a “Seller”, and further collectively with Buyer, Parent, the Company, and the Sellers’ Representative, the “Parties”).
SHARED SERVICES AGREEMENTShared Services Agreement • April 25th, 2013 • SFX Entertainment, INC • Services-amusement & recreation services • New York
THIS SHARED SERVICES AGREEMENT (this “Agreement”) is entered into as of January 4, 2013 by and between Viggle Inc., a Delaware corporation (“Viggle”), and SFX Holding Corporation, a Delaware corporation (“SFX”). Viggle and SFX each are sometimes referred to hereinafter as a “Party” and, collectively, as the “Parties.”
GUARANTEE AGREEMENTGuarantee Agreement • April 25th, 2013 • SFX Entertainment, INC • Services-amusement & recreation services • New York
THIS GUARANTEE AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Guarantee”) is entered into as of March 15, 2013 by and among ROBERT F.X. SILLERMAN (in his capacity as an individual and not as an officer, director or member (or other similar or analogous role) of any entity) and his successors and permitted assigns (collectively, the “Individual Guarantor”) in favor of BARCLAYS BANK PLC, as collateral agent (the “Collateral Agent”), for the benefit of the Secured Parties under the Credit Agreement defined below. Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement (defined below).
ContractNote • April 25th, 2013 • SFX Entertainment, INC • Services-amusement & recreation services • New York
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, ASSIGNED, OR OTHERWISE TRANSFERRED EXCEPT (I) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT THAT IS CURRENT WITH RESPECT TO THIS NOTE OR (II) PURSUANT TO A SPECIFIC EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, BUT ONLY UPON A HOLDER HEREOF FIRST HAVING OBTAINED THE WRITTEN OPINION OF COUNSEL, SATISFACTORY TO THE BORROWER AS TO BOTH OPINION AND COUNSEL, THAT ANY SUCH PROPOSED DISPOSITION IS IN COMPLIANCE WITH ALL APPLICABLE PROVISIONS OF THE SECURITIES ACT AS WELL AS ANY APPLICABLE STATE SECURITIES LAW.
SHARED SERVICES AGREEMENTShared Services Agreement • April 25th, 2013 • SFX Entertainment, INC • Services-amusement & recreation services • New York
THIS SHARED SERVICES AGREEMENT (this “Agreement”) is entered into as of January 4, 2013 by and between Circle Entertainment Inc., a Delaware corporation (“Circle”), and SFX Holding Corporation, a Delaware corporation (“SFX”). Circle and SFX each are sometimes referred to hereinafter as a “Party” and, collectively, as the “Parties.”
ContractWarrant Agreement • April 25th, 2013 • SFX Entertainment, INC • Services-amusement & recreation services • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK PURCHASABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (I) A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR (II) AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
BACKSTOP AGREEMENTBackstop Commitment Agreement • April 25th, 2013 • SFX Entertainment, INC • Services-amusement & recreation services • New York
This BACKSTOP COMMITMENT AGREEMENT (this “Agreement”), dated December 28, 2012, is by and among SFX Holding Corporation, a Delaware corporation (the “Company”), and Robert F.X. Sillerman (the “Backstop Investor”).
SFX ENTERTAINMENT INC. 6th Floor New York, NY 10022 October 18, 2012Employment Agreement • April 25th, 2013 • SFX Entertainment, INC • Services-amusement & recreation services • New York
We are delighted to confirm to you that we are offering you the position of Executive Chairman of the Board of Directors and Chief Executive Officer of SFX Entertainment Inc. (the “Company”), subject to the terms and conditions set forth herein. Assuming you accept our offer, you will become an employee of the Company commencing with the start date stated in Section 1 hereof. The terms and conditions of your employment with the Company are set forth in this letter agreement (this “Agreement”).
CREDIT AGREEMENT dated as of March 15, 2013 between SFX INTERMEDIATE HOLDCO II LLC, as the Borrower, SFX INTERMEDIATE HOLDCO I LLC, as Holdings, the Lenders party hereto, and BARCLAYS BANK PLC, as Administrative AgentCredit Agreement • April 25th, 2013 • SFX Entertainment, INC • Services-amusement & recreation services • New York
CREDIT AGREEMENT, dated as of March 15, 2013, between SFX INTERMEDIATE HOLDCO II LLC, a Delaware limited liability company (the “Borrower”), SFX INTERMEDIATE HOLDCO I LLC, a Delaware limited liability company (“Holdings”), the Lenders party hereto and BARCLAYS BANK PLC, as administrative agent and collateral agent (in such capacities, together with its successors and permitted assigns, the “Administrative Agent”).
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • April 25th, 2013 • SFX Entertainment, INC • Services-amusement & recreation services • New York
This Share Exchange Agreement (this “Agreement”) is dated as of June 19, 2012, by and among SFX Holding Corporation, a Delaware corporation (“Acquiror”), SFX ENTERTAINMENT INC., a Delaware corporation (“SFX”), and each registered stockholder of SFX signatory hereto (each a “Stockholder” and, collectively, the “Stockholders”).
SFX ENTERTAINMENT, INC. New York, New York 10022Asset Contribution Agreement • April 25th, 2013 • SFX Entertainment, INC • Services-amusement & recreation services • New York
Reference is made to that certain (a) Asset Contribution Agreement, dated as of November 21, 2012, by and among SFX Holding Corporation (n/k/a SFX Entertainment, Inc.), a Delaware corporation (“Parent”), SFX-Nightlife Operating LLC, a Delaware limited liability company, Nightlife Holdings LLC, a Florida limited liability company (“Nightlife”), and the other parties thereto, as amended by letter agreement dated December 31, 2012 (the “Asset Contribution Agreement”), (b) Pledge and Security Agreement, dated as of December 31, 2012, by and between Parent and Nightlife (the “Pledge Agreement”) and (c) Secured Promissory Note, dated December 31, 2012, executed by Parent and delivered to Nightlife pursuant to the Asset Contribution Agreement (the “Original Promissory Note”). All capitalized terms not otherwise defined herein shall have the meanings given to such terms in the Pledge Agreement.
BINDING TERM SHEET Dated as of October 26, 2012 (the “Effective Date”) Proprietary and ConfidentialBinding Term Sheet • April 25th, 2013 • SFX Entertainment, INC • Services-amusement & recreation services
Information provided in this term sheet (this “Term Sheet”) is considered “Confidential Information” as defined in the Mutual Confidentiality and Non-Circumvention Agreement, dated as of October [***],2012 (the “Confidentiality Agreement”). By receiving this Term Sheet and any other information related to the Transactions, each of SFX Holding Corporation (“SFX”) and ID&T Holding B.V. (“ID&T” and, collectively with SFX, the “Parties”) agrees keep this information confidential and not disclose the information to any third party, other than such Party’s representatives that will help such Party evaluate the Transactions, without the written consent of the other Party, and each Party agrees that such Party will safeguard the information with the same degree of care that such Party safeguards such Party’s own confidential information, but in any event with no less than reasonable care. Each Party will not use the information in any manner (other than for purposes of evaluating whether to en
