SOFTWARE LICENSE AND SERVICES AGREEMENTSoftware License and Services Agreement • March 31st, 2014 • SFX Entertainment, INC • Services-amusement & recreation services • New York
This Software License and Services Agreement (the “Agreement”) is entered into as of March 10, 2014 (the “Effective Date”) by and between Viggle Inc. (F/K/A Function(x) Inc.), with its principal place of business at 902 Broadway, 11th Floor, New York, NY 10010 (“Viggle”), and SFX Entertainment, Inc., with its principal place of business at 430 Park Avenue, 6th Floor, New York, NY 10022 (“SFX”).
FIRST LIEN TRADEMARK SECURITY AGREEMENTFirst Lien Trademark Security Agreement • March 31st, 2014 • SFX Entertainment, INC • Services-amusement & recreation services • New York
FIRST LIEN TRADEMARK SECURITY AGREEMENT (this “Agreement”), dated as of February 7, 2014, made by each of the Persons listed on the signature pages hereto (collectively, the “Grantors”), in favor of Barclays Bank PLC, as Collateral Agent for the Lenders (in such capacity, together with its successors in such capacity, the “Collateral Agent”).
SECOND LIEN COLLATERAL AGREEMENT made by EACH OF THE GRANTORS PARTY HERETO in favor of U.S. BANK NATIONAL ASSOCIATION, as Collateral Agent Dated as of February 4, 2014Second Lien Collateral Agreement • March 31st, 2014 • SFX Entertainment, INC • Services-amusement & recreation services • New York
SECOND LIEN COLLATERAL AGREEMENT, dated as of February 4, 2014, made by SFX Entertainment, Inc. a Delaware corporation (the “Issuer”), the other Persons listed on the signature pages hereof and the Additional Grantors (as defined herein) in favor of U.S. Bank National Association, as collateral agent (in such capacity, together with any successor agent, the “Collateral Agent”) for the Holders (the “Secured Parties”) of the Second Lien Senior Secured Notes due 2019, issued pursuant to the terms of that certain Indenture, dated as the date hereof, by and among the Issuer, the other Grantors and U.S. Bank National Association, as Trustee and Collateral Agent (as amended, restated, supplemented waived and/or otherwise modified from time to time, the “Indenture”).
FIRST LIEN PATENT SECURITY AGREEMENTPatent Security Agreement • March 31st, 2014 • SFX Entertainment, INC • Services-amusement & recreation services • New York
FIRST LIEN PATENT SECURITY AGREEMENT (this “Agreement”), dated as of February 7, 2014, made by the Persons listed on the signature page hereto (the “Grantor”), in favor of Barclays Bank PLC, as collateral agent for the Lenders (in such capacity, together with its successors in such capacity, the “Collateral Agent”).
SECOND LIEN PATENT SECURITY AGREEMENTSecond Lien Patent Security Agreement • March 31st, 2014 • SFX Entertainment, INC • Services-amusement & recreation services • New York
SECOND LIEN PATENT SECURITY AGREEMENT (this “Agreement”), dated as of February 4, 2014, made by the Persons listed on the signature page hereto (the “Grantor”), in favor of U.S. Bank National Association, as collateral agent (in such capacity, together with its successors in such capacity, the “Collateral Agent”).
FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT made by EACH OF THE GRANTORS PARTY HERETO in favor of BARCLAYS BANK PLC, as Collateral Agent Dated as of February 7, 2014First Lien Guarantee and Collateral Agreement • March 31st, 2014 • SFX Entertainment, INC • Services-amusement & recreation services • New York
FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT, dated as of February 7, 2014, made by SFX Entertainment, Inc. a Delaware corporation (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”).
SECOND LIEN TRADEMARK SECURITY AGREEMENTSecond Lien Trademark Security Agreement • March 31st, 2014 • SFX Entertainment, INC • Services-amusement & recreation services • New York
SECOND LIEN TRADEMARK SECURITY AGREEMENT (this “Agreement”), dated as of February 4, 2014, made by each of the Persons listed on the signature pages hereto (collectively, the “Grantors”), in favor of U.S. Bank National Association, as Collateral Agent (in such capacity, together with its successors in such capacity, the “Collateral Agent”).
AMENDMENT TO THE MASTER SERVICES AGREEMENTMaster Services Agreement • March 31st, 2014 • SFX Entertainment, INC • Services-amusement & recreation services
This amendment to the Master Services Agreement (this “Amendment”) is entered into effective November 1, 2013 (the “Effective Date”), by and between Sports & Entertainment Physicians, PC, a Connecticut professional corporation, with its principal place of business at 188 Northrop Street, Bridgewater, Connecticut 06751 (“Provider”), and SFX Entertainment, Inc., a Delaware corporation, with its principal place of business at 430 Park Avenue, 6th Floor, New York, New York 10022 (“Client,” together with the Provider, the “Parties”).
TRANSFER AGREEMENT AND AMENDMENTTransfer Agreement • March 31st, 2014 • SFX Entertainment, INC • Services-amusement & recreation services
This TRANSFER AGREEMENT AND AMENDMENT (this “Agreement”), dated December 30, 2013 (the “Effective Date”), is made between SFX Entertainment, Inc., a Delaware corporation (the “Buyer Parent”), SFX-IDT N.A. Holding II LLC, a Delaware limited liability company (the “Buyer” and, collectively with the Buyer Parent, the “Buyer Parties”), SFXE Netherlands Holdings B.V., a company organized under the laws of the Netherlands (the “ROW Buyer”), and ID&T NewHolding B.V. (n/k/a ID&T Holding B.V.), a company organized under the laws of the Netherlands (“ID&T Worldwide”), on the one hand, and One of Us Holding B.V., a company organized under the laws of the Netherlands (the “Seller Parent”), and One of Us B.V. (f/k/a ID&T Holding B.V.), a company organized under the laws of the Netherlands (the “Seller” and, collectively with the Seller Parent, the “Seller Parties”; the Buyer Parties, the ROW Buyer, ID&T Worldwide, and the Seller Parties, collectively, the “Parties”), on the other hand.
