NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), ANY STATE SECURITIES LAW OR ANY OTHER SECURITIES LAWS AND, ACCORDINGLY, MAY NOT...Warrant Agreement • March 15th, 2013 • Viggle Inc. • Services-computer programming, data processing, etc. • New York
Viggle Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), hereby certifies that, for value received, the holder whose name appears above or its registered assigns (“Holder”), is entitled, subject to the terms set forth herein, to purchase from the Company up to the total number of shares appearing above of Common Stock, $0.001 par value (including any class of common equity of the Company or any successor company for which such Common Stock becomes exchangeable or into which it becomes convertible, directly or indirectly, pursuant to any reorganization, recapitalization, reclassification, merger, combination, share exchange or similar transaction as provided in Section 3, the “Common Stock”), of the Company (each such share, a “Warrant Share”), at an exercise price equal to $1.00 per share (as adjusted from time to time as provided in Section 7, the “Exercise Price”), at any time and from time to time from and after this date through and
EXCHANGE AGREEMENTExchange Agreement • March 15th, 2013 • Viggle Inc. • Services-computer programming, data processing, etc. • New York
This EXCHANGE AGREEMENT (the “Agreement”), dated as of March 11, 2013, is by and among Viggle Inc., a Delaware corporation (the “Company”), and the investor listed on the Schedule attached hereto (the “Investor”).
SECURITY AGREEMENTSecurity Agreement • March 15th, 2013 • Viggle Inc. • Services-computer programming, data processing, etc. • New York
This SECURITY AGREEMENT, dated as of March 11, 2013 (as amended, restated or otherwise modified from time to time, this “Agreement”) made by Viggle Inc., a Delaware corporation (the “Company”), and each of the undersigned subsidiaries of the Company (each, a “Grantor” and collectively with the Company, the “Grantors”), in favor of Robert F.X. Sillerman, a resident of the State of New York, in his capacity as collateral agent (in such capacity, the “Collateral Agent”) to the holder of the Amended and Restated Line of Credit Grid Promissory Note, dated as of the date hereof, by and between the Company and Sillerman Investment Company II LLC (as amended, restated or otherwise modified from time to time, the “First Note”).
TERM LOAN AGREEMENTTerm Loan Agreement • March 15th, 2013 • Viggle Inc. • Services-computer programming, data processing, etc. • New York
THIS TERM LOAN AGREEMENT, dated as of March 11, 2013, by and between VIGGLE INC., a corporation duly formed in the State of Delaware, as borrower (“Borrower”) and DEUTSCHE BANK TRUST COMPANY AMERICAS, as lender (“Lender”).
SUBORDINATION AGREEMENTSubordination Agreement • March 15th, 2013 • Viggle Inc. • Services-computer programming, data processing, etc. • New York
FOR VALUE RECEIVED, and in order to induce DEUTSCHE BANK TRUST COMPANY AMERICAS (“Lender”) now and from time to time hereafter to extend financial accommodations to, or otherwise extend or continue to extend credit to or for the benefit of Viggle Inc., a corporation organized and existing under the laws of the State of Delaware (“Company”), each of the undersigned (each a “Creditor” and collectively, “Creditors”) does hereby subordinate payment of the indebtedness of Company to such Creditor evidenced by: (i) the notes, other instruments and/or documents set forth on Exhibit A hereto, and (ii) all other indebtedness of Company to such Creditor of every nature, howsoever evidenced, incurred or created, and whether now or hereafter owing (collectively, the “Subordinated Indebtedness”) to: (x) the obligations and liabilities of Company to Lender under that certain Loan Agreement dated as of the date hereof by and between Company and Lender, as the same may from time to time be or has been
