LIMITED LIABILITY COMPANY AGREEMENT OF I-DRIVE LIVE PARENT LLCLimited Liability Company Agreement • November 21st, 2012 • Circle Entertainment, Inc. • Real estate • Delaware
This Limited Liability Company Agreement (this “Agreement”) of I-Drive Live Parent LLC, a Delaware limited liability company (the “Company”), is entered into and made effective as of September 21, 2012 (the “Effective Date”) by and among Circle I Drive LLC, a Delaware limited liability company (“Circle”), I-Drive Wheel, LLC, a Delaware limited liability company (the “Whittall Member”), LB Sillerman Company LLC, a Delaware limited liability company (the “Sillerman Member”), PDOK 3, LLC, a Delaware limited liability company (the “Kanavos Member”), I Drive Investments, LLC, a Nevada limited liability company (the “Torino Member”), and Maple Hill Wheel LLC, a Delaware limited liability company (the “Raboy Member,” and together with Circle, the Whittall Member, the Sillerman Member, the Kanavos Member and the Torino Member, the “Members”).
FIRST AMENDMENT TO TRANSACTION AGREEMENT AND ASSIGNMENT OF RIGHTSTransaction Agreement and Assignment of Rights • November 21st, 2012 • Circle Entertainment, Inc. • Real estate
THIS FIRST AMENDMENT TO TRANSACTION AGREEMENT AND ASSIGNMENT OF RIGHTS (“Amendment”) is made effective as of the day of November, 2012, by and among I-DRIVE LIVE, LLC a Florida limited liability company f/k/a THE SQUARE, LLC, a Florida limited liability company (“Square”), ORLANDO HOTEL INTERNATIONAL SPE, LLC, a Florida limited liability company (“OHI”), ORLANDO HOTEL INTERNATIONAL SPE HOLDINGS, LLC, a Florida limited liability company (“OHI Parent”), CIRCLE ENTERTAINMENT PROPERTY-ORLANDO, LLC, a Florida limited liability company (“Property Circle Sub”), CIRCLE ENTERTAINMENT SV ORLANDO-I, LLC, a Florida limited liability company (“Wheel Circle Sub”, which together with the Property Circle Sub are hereinafter referred to collectively as “Circle”), CHARLES WHITTALL, as an individual (“Whittall”), I-DRIVE LIVE PARENT LLC, a Delaware limited liability company (“IDL Parent”), IDL MASTER TENANT, LLC, a Delaware limited liability company (“Master Tenant”) and IDL WHEEL TENANT, LLC, a Delaware
FUNDING AGREEMENTFunding Agreement • November 21st, 2012 • Circle Entertainment, Inc. • Real estate • New York
THIS FUNDING AGREEMENT (this “Agreement”), dated as of November , 2012, is made by I-DRIVE LIVE PARENT, LLC, a Delaware limited liability company (“I Drive”), IDL MASTER TENANT, LLC, a Delaware limited liability company (“Master Tenant”) and IDL WHEEL TENANT, LLC, a Delaware limited liability company (“Wheel Tenant” and together with I Drive and Master Tenant, the “Funders”) and CIRCLE ENTERTAINMENT INC., a Delaware corporation (“Circle”).
