REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 27th, 2014 • Viggle Inc. • Services-computer programming, data processing, etc. • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is dated as of October 24, 2014, by and between Viggle Inc., a Delaware corporation (the “Corporation”), and the Holders (as defined herein).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 27th, 2014 • Viggle Inc. • Services-computer programming, data processing, etc. • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of October 24, 2014, is by and among Viggle Inc., a Delaware corporation (the “Company”), and Sillerman Investment Company III LLC, a Delaware limited liability company (the “Buyer”).
SUBORDINATION AGREEMENTSubordination Agreement • October 27th, 2014 • 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”), Sillerman Investment Company III LLC, a Delaware limited liability company (“Creditor”), does hereby subordinate payment of (i) the indebtedness of Company to Creditor evidenced by that certain Line of Credit Promissory Note dated the date hereof (as the same may from time to time be amended, restated, modified or supplemented, the “Subordinated Note”) made by Company in favor of Creditor in the original principal amount of $20,000,000 and (ii) all other indebtedness of Company to Creditor of every nature, howsoever evidenced, incurred or created, and whether now or hereafter owing (collectively, the “Subordinated Indebtedness”) to: (x) the obligati
FIFTH AMENDMENT TO TERM LOAN AGREEMENTTerm Loan Agreement • October 27th, 2014 • Viggle Inc. • Services-computer programming, data processing, etc. • New York
FIFTH AMENDMENT TO TERM LOAN AGREEMENT (this “Amendment”), dated as of October 24, 2014, by and between VIGGLE INC., a Delaware corporation (“Borrower”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, and its successors and assigns (“Lender”).
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...Viggle Inc. • October 27th, 2014 • 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 $_____ 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 an
