EMPLOYMENT AGREEMENTEmployment Agreement • February 4th, 2008 • FX Real Estate & Entertainment Inc. • Real estate • New York
This EMPLOYMENT AGREEMENT (this “Agreement”) is made as of December 31, 2007 by and between FX Real Estate and Entertainment Inc., a Delaware corporation (the “Employer”), and Paul C. Kanavos (the “Executive”).
REGISTRATION RIGHTS AGREEMENTRegistration 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”).
FX REAL ESTATE AND ENTERTAINMENT INC. SUBSCRIPTION AGREEMENTSubscription Agreement • August 18th, 2010 • FX Real Estate & Entertainment Inc. • Real estate • New York
This SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of XXXX XX,, 2010, is made by and between FX Real Estate and Entertainment Inc., a Delaware corporation (the “Company”), and the undersigned subscriber (the “Subscriber”).
REPURCHASE AGREEMENTRepurchase Agreement • October 9th, 2007 • FX Real Estate & Entertainment Inc. • Real estate • New York
THIS REPURCHASE AGREEMENT (this “Agreement”) is made as of June 1, 2007, by and among, FX LUXURY REALTY, LLC, a Delaware limited liability company (the “Company”), CKX, Inc., a Delaware corporation (“CKX”), Flag Luxury Properties, LLC, a Delaware limited liability company (“Flag”), Robert F.X. Sillerman (“Sillerman”), Brett Torino (“Torino”), Paul C. Kanavos (“Kanavos” and together with Flag (but subject to Section 4(d)(iii) hereof), Sillerman, Torino and Kanavos, collectively, the “Flag Parties”). Reference is made to that certain Membership Interest Purchase Agreement (the “Purchase Agreement”), dated as of June 1, 2007, by and among the Company, CKX, and Flag. Capitalized terms used herein, but not defined herein, shall have the meanings ascribed to them in the Purchase Agreement.
SHARED SERVICES AND REIMBURSEMENT AGREEMENTShared Services and Reimbursement Agreement • March 28th, 2012 • Circle Entertainment, Inc. • Real estate • New York
The parties to this Shared Services and Reimbursement Agreement are Circle Entertainment Inc., a Delaware corporation (“Circle”) and Function (X) Inc., a Delaware corporation (“Function (X)”). Circle and Function (X) are sometimes referred to collectively hereinafter as the “parties” or individually as a “party.”
EMPLOYMENT SEPARATION AGREEMENT AND RELEASEEmployment Separation Agreement and Release • April 30th, 2009 • FX Real Estate & Entertainment Inc. • Real estate • Nevada
This Employment Separation Agreement and Release (the “Agreement”) is made and entered into as of April 30, 2009, by and between FX Real Estate and Entertainment Inc., a Delaware corporation (the “Company”), and Brett Torino, a resident of the State of Nevada (“Executive”).
MEMBERSHIP INTEREST PURCHASE AGREEMENT OF FX LUXURY REALTY, LLC Dated as of June 1, 2007Membership Interest Purchase Agreement • October 9th, 2007 • FX Real Estate & Entertainment Inc. • Real estate • New York
This MEMBERSHIP INTEREST PURCHASE AGREEMENT (the “Agreement”), dated as of June 1, 2007, is entered into by and among FX LUXURY REALTY, LLC, a Delaware limited liability company (the “Company”), CKX, Inc., a Delaware corporation (“Purchaser”), and Flag Luxury Properties, LLC, a Delaware limited liability company (“Flag”).
AMENDMENT TO REPURCHASE AGREEMENTRepurchase Agreement • October 9th, 2007 • FX Real Estate & Entertainment Inc. • Real estate
THIS AMENDMENT (this “Amendment”), dated June 18, 2007, to the REPURCHASE AGREEMENT (the “Agreement”), dated as of June 1, 2007, is by and among, FX LUXURY REALTY, LLC, a Delaware limited liability company (the “Company”), CKX, Inc., a Delaware corporation (“CKX”), Flag Luxury Properties, LLC, a Delaware limited liability company (“Flag”), Robert F.X. Sillerman (“Sillerman”), Brett Torino (“Torino”), Paul C. Kanavos (“Kanavos” and together with Flag (but subject to Section 4(d)(iii) of the Agreement), Sillerman, Torino and Kanavos, collectively, the “Flag Parties”). Reference is made to that certain Membership Interest Purchase Agreement (the “Purchase Agreement”), dated as of June 1, 2007, by and among the Company, CKX, and Flag. Capitalized terms used herein, but not defined herein, shall have the meanings ascribed to them in the Purchase Agreement.
FX REAL ESTATE AND ENTERTAINMENT INC. SUBSCRIPTION AGREEMENTSubscription Agreement • November 5th, 2009 • FX Real Estate & Entertainment Inc. • Real estate • New York
This SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of November , 2009, is made by and between FX Real Estate and Entertainment Inc., a Delaware corporation (the "Company”), and the undersigned subscriber (the “Subscriber”).
AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF JULY 6, 2007 among BP PARENT, LLC, as Holdings, METROFLAG BP, LLC, and METROFLAG CABLE, LLC, each as a Borrower and collectively, the Borrowers THE LENDERS PARTY HERETO, as the Lenders, CREDIT SUISSE,...Credit Agreement • October 9th, 2007 • FX Real Estate & Entertainment Inc. • Real estate • New York
AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), dated as of July 6, 2007, by and among METROFLAG BP, LLC, a Nevada limited liability company and METROFLAG CABLE, LLC, a Nevada limited liability company (each individually, a “Borrower” and collectively, the “Borrowers”), BP PARENT, LLC, a Delaware limited liability company (“Holdings”), THE BANKS, FINANCIAL INSTITUTIONS AND OTHER ENTITIES LISTED ON THE SIGNATURE PAGES HEREOF (together with their respective successors and permitted assigns, each individually referred to herein as a “Lender” and collectively as the “Lenders”), and CREDIT SUISSE, Cayman Islands Branch (“Credit Suisse”), as administrative agent for the Lenders (together with its successors in such capacity, the “Administrative Agent”) and as collateral agent for the Lenders (together with its successors in such capacity, the “Collateral Agent”; together with the Administrative Agent, the “Agents”), which amends and restates that certain Credit Agreement, dated as
AMENDMENT NO 1. TO MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • October 9th, 2007 • FX Real Estate & Entertainment Inc. • Real estate
This AMENDMENT NO. 1, dated as of June 18, 2007 (this “Amendment”), to the MEMBERSHIP INTEREST PURCHASE AGREEMENT (the “Agreement”), dated as of June 1, 2007, is entered into by and among FX LUXURY REALTY, LLC, a Delaware limited liability company (the “Company”), CKX, Inc., a Delaware corporation (“Purchaser”), and Flag Luxury Properties, LLC, a Delaware limited liability company (“Flag”). Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Agreement.
AMENDMENT NO. 2 TO REPURCHASE AGREEMENTRepurchase Agreement • October 9th, 2007 • FX Real Estate & Entertainment Inc. • Real estate
THIS AMENDMENT NO. 2 (this “Amendment”), dated September 27, 2007, to the REPURCHASE AGREEMENT (the “Agreement”), dated as of June 1, 2007 and amended by Amendment No. 1 to Repurchase Agreement, dated as of June 18, 2007, is by and among, FX LUXURY REALTY, LLC, a Delaware limited liability company (the “Company”), CKX, Inc., a Delaware corporation (“CKX”), Flag Luxury Properties, LLC, a Delaware limited liability company (“Flag”), FX Real Estate and Entertainment Inc., a Delaware corporation (“FXREE”), Robert F.X. Sillerman (“Sillerman”), Brett Torino (“Torino”), Paul C. Kanavos (“Kanavos” and together with Flag (but subject to Section 4(d)(iii) of the Agreement), Sillerman and Torino, collectively, the “Flag Parties”). Reference is made to that certain Membership Interest Purchase Agreement (the “Purchase Agreement”), dated as of June 1, 2007 and amended by Amendments Nos. 1 and 2 to Membership Interest Purchase Agreement, dated as of June 18, 2007 and September 27, 2007, respectively
FORM OF FX REAL ESTATE AND ENTERTAINMENT INC. NON-QUALIFIED STOCK OPTION AGREEMENT FOR AgreementNon-Qualified Stock Option Agreement • September 29th, 2008 • FX Real Estate & Entertainment Inc. • Real estate • New York
FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF FX LUXURY REALTY, LLC Dated as of March 3, 2008Limited Liability Company Operating Agreement • March 4th, 2008 • FX Real Estate & Entertainment Inc. • Real estate • New York
This FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this “Agreement”), dated as of March 3, 2008, of FX Luxury Realty, LLC, a Delaware limited liability company (the “Company”), is entered into by the Company and Flag Luxury Properties, LLC, a Delaware limited liability company (“Flag”),and FX Real Estate and Entertainment Inc., a Delaware corporation (“FXREE”) and together with Flag, the “Members”).
SECOND AMENDMENT TO INVESTMENT AGREEMENTInvestment 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).
EMPLOYMENT AGREEMENTEmployment Agreement • January 9th, 2008 • FX Real Estate & Entertainment Inc. • Real estate • Nevada
This EMPLOYMENT AGREEMENT (this “Agreement”) is made as of December 31, 2007 by and between FX Real Estate and Entertainment Inc., a Delaware corporation (the “Employer”), and Barry A. Shier (the “Executive”).
SECOND AMENDMENT TO TRANSACTION AGREEMENTTransaction Agreement • June 11th, 2013 • Circle Entertainment, Inc. • Real estate
THIS SECOND AMENDMENT TO TRANSACTION AGREEMENT (“Second Amendment”) is made effective as of the 11th day of June 2013, by and among 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 (“FXRE Sub”), and CHARLES WHITTALL, an individual (“Whittall”).
CKX FXLR STOCKHOLDER DISTRIBUTION TRUST II AGREEMENT by and between CKX, INC. and RICHARD G. CUSHING, as Trustee acting on behalf and for the benefit of certain future CKX STOCKHOLDERS Dated as of June 18, 2007CKX FXLR Stockholder Distribution Trust Ii Agreement • November 13th, 2007 • FX Real Estate & Entertainment Inc. • Real estate • New York
This Agreement, dated as of June 18, 2007 (this “Agreement” or the “CKX FXLR Stockholder Distribution Trust II Agreement”), is made by and between CKX, Inc. (“CKX”) and Richard G. Cushing, as trustee (in such capacity, the “Trustee”) acting on behalf and for the benefit of the CKX Stockholders (as defined below), for the purpose of establishing the Trust (as defined below).
SECOND AMENDED AND RESTATED JOINT FILING AGREEMENT PURSUANT TO RULE 13D-1(K)(1)Joint Filing Agreement • November 9th, 2009 • FX Real Estate & Entertainment Inc. • Real estate
This Second Amended and Restated Agreement is made pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the “Act”) by and among the parties listed below, each referred to herein as a “Joint Filer.” The Joint Filers agree that a statement of beneficial ownership as required by Section 13(d) of the Act and the Rules thereunder may be filed on each of their behalf on Schedule 13D or Schedule 13G, as appropriate, and that said joint filing may thereafter be amended by further joint filings. The Joint Filers state that they each satisfy the requirements for making a joint filing under Rule 13d-1.
June 23, 2009FX Real Estate & Entertainment Inc. • June 25th, 2009 • Real estate • New York
Reference is made to that certain Employment Agreement dated as of December 31, 2007 (the “Employment Agreement”) by and between you and FX Real Estate and Entertainment Inc. (the “Company), pursuant to which you are employed as Executive Vice President, General Counsel and Secretary of the Company.
FIRST AMENDMENT TO LOCK UP AND PLAN SUPPORT AGREEMENTLock Up and Plan Support Agreement • April 22nd, 2010 • FX Real Estate & Entertainment Inc. • Real estate • New York
CKX FXLR STOCKHOLDER DISTRIBUTION TRUST III AGREEMENT by and between CKX, INC. and RICHARD G. CUSHING, as Trustee acting on behalf and for the benefit of certain future CKX STOCKHOLDERS Dated as of September 27, 2007Stockholder Distribution Trust Iii Agreement • November 13th, 2007 • FX Real Estate & Entertainment Inc. • Real estate • New York
This Agreement, dated as of September 27, 2007 (this “Agreement” or the “CKX FXLR Stockholder Distribution Trust III Agreement”), is made by and between CKX, Inc. (“CKX”) and Richard G. Cushing, as trustee (in such capacity, the “Trustee”) acting on behalf and for the benefit of the CKX Stockholders (as defined below), for the purpose of establishing the Trust (as defined below).
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”).
FX REAL ESTATE AND ENTERTAINMENT INC. SUBSCRIPTION AGREEMENTSubscription Agreement • July 17th, 2008 • FX Real Estate & Entertainment Inc. • Real estate • New York
This SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of July ___, 2008, is made by and between FX Real Estate and Entertainment Inc., a Delaware corporation (the “Company”), and the undersigned subscriber (the “Subscriber”).
AMENDMENT NO. 2 TO MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • October 9th, 2007 • FX Real Estate & Entertainment Inc. • Real estate
This AMENDMENT NO. 2, dated as of September 27, 2007 (this “Amendment”), to the MEMBERSHIP INTEREST PURCHASE AGREEMENT (the “Agreement”), dated as of June 1, 2007 and amended by Amendment No. I to the Membership Interest Purchase Agreement, dated as of June 18, 2007, is entered into by and among FX LUXURY REALTY, LLC, a Delaware limited liability company (the “Company”), CKX, Inc., a Delaware corporation (“Purchaser”), Flag Luxury Properties, LLC, a Delaware limited liability company (“Flag”) and FX Real Estate and Entertainment Inc., a Delaware corporation (“FXREE”). Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Agreement.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • January 9th, 2008 • FX Real Estate & Entertainment Inc. • Real estate • New York
This STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of January 3, 2008, by and among FX Real Estate and Entertainment Inc., a Delaware corporation (the “Company”), and Barry A. Shier (the “Purchaser”).
SHARED SERVICES AGREEMENTShared Services Agreement • March 31st, 2011 • Circle Entertainment, Inc. • Real estate • New York
The parties to this agreement are FX Real Estate and Entertainment Inc. a Delaware corporation (“FXREE”) and BPS Parent, LLC, a Nevada limited liability company (“BPS”). FXREE and BPS are sometimes referred to collectively hereinafter as the “parties” or individually as a “party.”
CKX, Inc. 650 Madison Avenue New York, New York 10022 September 26, 2007FX Real Estate & Entertainment Inc. • October 9th, 2007 • Real estate • New York
This letter agreement sets forth the terms and conditions under which CKX, Inc., a Delaware corporation (the “Lender”), agrees to make available to FX Real Estate and Entertainment Inc., a Delaware corporation (the “Borrower”), a line of credit (the “Line of Credit”) pursuant to which, subject to the terms and conditions herein provided, the Borrower may from time to time borrow from the Lender loans and advances (collectively, “Advances”) in an aggregate principal amount not to exceed $7,000,000 at any time outstanding (the “Maximum Loan Amount”).
FX REAL ESTATE AND ENTERTAINMENT INC.FX Real Estate & Entertainment Inc. • March 4th, 2008 • Real estate • Tennessee
Reference is made to the (i) the License Agreement, dated as of June 1, 2007, by and between Elvis Presley Enterprises, Inc., a Tennessee corporation (“EPE”) and subsidiary of CKX, Inc., a Delaware corporation (“CKX”), and FX Luxury Realty, LLC, a Delaware limited liability company (“FXLR”) and subsidiary of FX Real Estate and Entertainment, Inc., a Delaware corporation (“FXRE”), as amended by Amendment No. 1 thereto, dated as of November 16, 2007 (the “License Agreement”), and (ii) the Agreement and Plan of Merger, dated as of June 1, 2007, and as amended on August 1, 2007, September 27, 2007 and January 23, 2008, among 19X, Inc., a Delaware corporation (“19X”), 19X Acquisition Corp., a Delaware corporation and wholly owned subsidiary of 19X (“19X Acquisition”) and CKX (the “Merger Agreement”), providing for the merger of 19X Acquisition with and into CKX with CKX as the surviving corporation.
SECOND AMENDMENT TO LOCK UP AND PLAN SUPPORT AGREEMENTLock Up and Plan Support Agreement • February 9th, 2010 • FX Real Estate & Entertainment Inc. • Real estate • New York
Whereas, pursuant to that certain Lock Up and Plan Support Agreement (as amended, supplemented or otherwise modified through the date hereof, the “Lock Up”; capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Lock Up), dated as of December 18, 2009, by and between the Parties, the Parties agreed, subject to the terms and conditions set forth therein, to take, and forego from taking, certain actions in respect of the Transaction;
CONTRIBUTION AND EXCHANGE AGREEMENTContribution and Exchange Agreement • October 9th, 2007 • FX Real Estate & Entertainment Inc. • Real estate • New York
This CONTRIBUTION AND EXCHANGE AGREEMENT (this “Agreement”), dated as of September 26 2007, by and among FX Real Estate and Entertainment Inc., a Delaware corporation (the “Company”), CKX, Inc., a Delaware corporation (“CKX”), Flag Luxury Properties, LLC, a Delaware limited liability company (“Flag”), Richard G. Cushing, as Trustee of (i) the CKX FXLR Stockholder Distribution Trust I, a grantor trust formed pursuant to the CKX FXLR Stockholder Distribution Trust I Agreement dated June 18, 2007 (the “Grantor Trust” and, together with CKX and Flag, collectively, the “Contributing Members”) and (ii) the CKX FXLR Stockholder Distribution Trust II, a conventional trust formed pursuant to the CKX FXLR Stockholder Distribution Trust II Agreement dated June 18, 2007 (the “Conventional Trust”), and FX Luxury Realty, LLC, a Delaware limited liability company (“FX LLC”). Capitalized terms used and not otherwise defined herein, shall have the meanings ascribed to them in that certain Membership In
STOCK PURCHASE AGREEMENTStock Purchase Agreement • October 9th, 2007 • FX Real Estate & Entertainment Inc. • Real estate • New York
This STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of September 26, 2007, by and among FX Real Estate and Entertainment Inc., a Delaware corporation (the “Company”), CKX, Inc., a Delaware corporation (“CKX”) and Flag Luxury Properties, LLC, a Delaware limited liability company (“Flag”, and together with CKX the “Purchasers”).
Amendment No. 1 to License Agreement between Elvis Presley Enterprises, Inc. and FX Luxury Realty, LLCLicense Agreement • March 24th, 2008 • FX Real Estate & Entertainment Inc. • Real estate • Tennessee
This Amendment No. 1 (“Amendment No. 1”) to the License Agreement by and between ELVIS PRESLEY ENTERPRISES, INC., a Tennessee corporation, having its principal office at 3734 Elvis Presley Boulevard, Memphis, Tennessee 38116 (“Licensor”), and FX LUXURY REALTY, LLC, a Delaware limited liability company, having its principal office at 650 Madison Avenue, New York, New York, 10022 (“Licensee”) (each, a “party” and collectively, the “parties”), is made and effective as of November 16, 2007 with reference to the following recitals:
TERMINATION AND SETTLEMENT AGREEMENTLicense Agreement • August 23rd, 2012 • Circle Entertainment, Inc. • Real estate
This TERMINATION AND SETTLEMENT AGREEMENT (this “Agreement”) is entered into as of this day of , 2012 (the “Effective Date”), by and among CIRCLE ENTERTAINMENT SV-I, LLC, a Delaware limited liability company (the “Circle”), WILLIAM J. KITCHEN, an individual (“Kitchen”), and US THRILLRIDES, LLC, a Florida limited liability company (“ThrillRides”, and together with Kitchen, the “Kitchen Parties”). Circle, Kitchen, and ThrillRides are each referred to herein as a “Party” and, collectively, as the “Parties.”
June 23, 2009FX Real Estate & Entertainment Inc. • June 25th, 2009 • Real estate • New York
Reference is made to that certain Employment Agreement dated as of December 31, 2007 (the “Employment Agreement”) by and between you and FX Real Estate and Entertainment Inc. (the “Company), pursuant to which you are employed as the President of the Company.
