REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 22nd, 2013 • SFX Entertainment, INC • Services-amusement & recreation services • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 31, 2013, is made and entered into by and among SFX Entertainment, Inc., a Delaware corporation (“Parent”), Mike Bindra (“Bindra”) and Laura De Palma (“De Palma”). Capitalized terms appearing but not defined herein have the meanings ascribed to such terms in the Amended and Restated Membership Interest Purchase Agreement, dated October 31, 2013, by and among SFX Acquisition, LLC, a Delaware limited liability company, Parent, Made Event, LLC, a Massachusetts limited liability company, Bindra, EZ Festivals, LLC, a New York limited liability company and De Palma (the “Purchase Agreement”). Bindra and De Palma are each a “Holder” and collectively, the “Holders”.
STOCK PURCHASE AGREEMENT between SFX ENTERTAINMENT, INC. and SFX-IDT N.A. HOLDING II LLC, on the one hand, and ONE OF US HOLDING B.V. and ONE OF US B.V. (F/K/A ID&T HOLDING B.V.), on the other hand October 18, 2013Stock Purchase Agreement • November 22nd, 2013 • SFX Entertainment, INC • Services-amusement & recreation services
This STOCK PURCHASE AGREEMENT (this “Agreement”) is entered into as of October 18, 2013 (the “Effective Date”), between SFX Entertainment, Inc., a Delaware corporation (the “Buyer Parent”), and SFX-IDT N.A. Holding II LLC, a Delaware limited liability company (the “Buyer” and, collectively with the Buyer Parent, the “Buyer Parties”), 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 and the Seller Parties, collectively, the “Parties”), on the other hand.
FIRST AMENDMENT TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF ID&T/SFX NORTH AMERICA LLCLimited Liability Company Operating Agreement • November 22nd, 2013 • SFX Entertainment, INC • Services-amusement & recreation services • Delaware
This FIRST AMENDMENT TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this “Agreement”) of ID&T/SFX North America LLC, a Delaware limited liability company (the “Company”), is made as of August 8, 2013, between the Company, One of Us International B.V. (f/k/a ID&T International Holding B.V.), a Dutch limited liability company (“ID&T International”), and SFX-IDT N.A. Holding LLC, a Delaware limited liability company (“SFX” and, collectively with ID&T International, the “Members”; the Members and the Company, collectively, the “Parties”), pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”).
AMENDMENT NUMBER ONE TO SFX STOCKHOLDER AGREEMENTSFX Stockholder Agreement • November 22nd, 2013 • SFX Entertainment, INC • Services-amusement & recreation services
This AMENDMENT NUMBER ONE TO SFX STOCKHOLDER AGREEMENT (this “Amendment”) is entered into as of October 18, 2013, between One of Us Holding B.V., a company organized under the laws of the Netherlands (“One of Us”), and, solely for the purposes of Articles 1, 2, 8, and 10 of the SFX Stockholder Agreement (as amended by this Amendment), the Persons listed in Exhibit A (the “ID&T Shareholders”), and, solely for the purposes of Articles 1, 2, 8, and 10 of the SFX Stockholder Agreement (as amended by this Amendment), the Persons listed in Exhibit B (the “Ultimate ID&T Shareholders” and, collectively with One of Us and the ID&T Shareholders, the “ID&T Parties”), SFX Entertainment, Inc., a Delaware corporation (“SFX”), and, solely for the purposes of Articles 1, 3, 4, and 9 of the SFX Stockholder Agreement (as amended by this Amendment), Robert F.X. Sillerman (“Sillerman” and, collectively with SFX and the ID&T Parties, the “Parties”).
AMENDMENT NUMBER ONE TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • November 22nd, 2013 • SFX Entertainment, INC • Services-amusement & recreation services
This AMENDMENT NUMBER ONE TO STOCK PURCHASE AGREEMENT (this “Amendment”), dated as of October 18, 2013, is made between SFX Entertainment, Inc., a Delaware corporation (the “Parent”), and SFXE Netherlands Holdings B.V., a company organized under the laws of the Netherlands and a wholly owned subsidiary of the Parent (the “Buyer” and, collectively with the Parent, the “Buyer Entities”), on the one hand, and One of Us Holding B.V., a company organized under the laws of the Netherlands (the “Seller” and, collectively with the Buyer Parties, the “Parties”), on the other hand.
AGREEMENT AND PLAN OF MERGER BY AND AMONG SFX ENTERTAINMENT, INC., 430 ACQUISITION LLC, ARC90, INC., AND THE STOCKHOLDERS OF ARC90, INC. DATED AS OF NOVEMBER 12, 2013Merger Agreement • November 22nd, 2013 • SFX Entertainment, INC • Services-amusement & recreation services • New York
AGREEMENT AND PLAN OF MERGER, dated as of November 12, 2013 (this “Agreement”), by and among 430 ACQUISITION LLC, a Delaware limited liability company (“MergerCo”),SFX ENTERTAINMENT, INC., a Delaware corporation (“Parent”), ARC90, INC., a New York corporation (the “Company”), and Richard Ziade (“Richard Ziade”), Robert A. Ziade (“Robert Ziade”) and Timothy M. Meaney (“Meaney”) (each, a “Stockholder” and collectively, the “Stockholders”). Certain other capitalized terms used herein are defined in Article I and throughout this Agreement.
AMENDED AND RESTATED MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among Made Event, LLC, Mike Bindra, EZ Festivals, LLC, Laura De Palma, SFX Acquisition, LLC and SFX Entertainment, Inc. Dated October 31, 2013Membership Interest Purchase Agreement • November 22nd, 2013 • SFX Entertainment, INC • Services-amusement & recreation services • New York
This Amended and Restated Membership Interest Purchase Agreement (this “Agreement”), is entered into as of October 31, 2013, by and among SFX Acquisition, LLC, a Delaware limited liability company (“Buyer”), SFX Entertainment, Inc., a Delaware corporation (“Parent”), Made Event, LLC, a Massachusetts limited liability company (“Made”), Mike Bindra (“Bindra”), EZ Festivals, LLC, a New York limited liability company (“EZ”, and collectively with Made, the “Companies”), and Laura De Palma (“De Palma”) (Bindra and De Palma may be each referred to herein individually as a “Seller” and collectively as the “Sellers”, and the Sellers collectively with the Companies may be referred to herein as the “Seller Parties”). Buyer, Parent, Made, Bindra, EZ and De Palma are each a “Party” and are collectively the “Parties”.
Amendment Agreement relating to the Share Purchase Agreement I-Motion GmbH Events & CommunicationShare Purchase Agreement • November 22nd, 2013 • SFX Entertainment, INC • Services-amusement & recreation services
This Amendment Agreement to the Share Purchase Agreement relating to I-Motion GmbH Events & Communication (the “Agreement”) is entered into on this 18th day of November 2013.
INTELLECTUAL PROPERTY LICENSE AND ASSIGNMENT AGREEMENTIntellectual Property License and Assignment Agreement • November 22nd, 2013 • SFX Entertainment, INC • Services-amusement & recreation services • New York
THIS INTELLECTUAL PROPERTY LICENSE AND ASSIGNMENT AGREEMENT (this “Agreement”) is made in New York, NY as of August 8, 2013 and effective as of January 1, 2013 (the “Effective Date”) by and between:
SFX ENTERTAINMENT, INC. New York, New York 10022Asset Contribution Agreement • November 22nd, 2013 • SFX Entertainment, INC • Services-amusement & recreation services
Reference is made to that certain (i) Asset Contribution Agreement, dated as of May 15, 2013, as amended (the “Asset Contribution Agreement”), by and among SFX Entertainment, Inc., a Delaware corporation (“Parent”), SFX-Totem Operating Pty Ltd, a proprietary limited company organized under the laws of Australia wholly owned by Parent (“Acquiror”), Totem OneLove Group Pty Ltd, a proprietary limited company organized under the laws of Australia (“Totem Onelove Group”), Totem Industries Pty Ltd, a proprietary limited company organized under the laws of Australia (“Totem Industries”, and together with Totem Onelove Group, the “Transferors”), the Shareholders and the Principals. All capitalized terms not otherwise defined herein shall have the meanings given to such terms in the Asset Contribution Agreement.
