0000950123-08-009323 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 11th, 2008 • FX Real Estate & Entertainment Inc. • Real estate • New York

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of May 13, 2008, by and among FX Real Estate and Entertainment Inc., a Delaware corporation (the “Company”), and each of the investors listed on Schedule 1 attached hereto (each an “Investor”, and collectively, the “Investors”).

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SECOND AMENDMENT TO INVESTMENT AGREEMENT
Investment Agreement • August 11th, 2008 • FX Real Estate & Entertainment Inc. • Real estate • New York

This Second Amendment (this “Amendment”) to the Investment Agreement by and between FX Real Estate and Entertainment Inc., a Delaware corporation (the “Company”), and The Huff Alternative Fund, L.P. and The Huff Alternative Parallel Fund, L.P. (each an “Investor” and collectively, the “Investors”) is made and effective as of May 13, 2008. All capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to them in the Investment Agreement (as defined below).

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