SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 13th, 2016 • DraftDay Fantasy Sports, Inc. • Services-computer programming, data processing, etc. • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 12, 2016, between Function(x) Inc. (formerly known as DraftDay Fantasy Sports, Inc.), a Delaware corporation (the “Company”) and the investors set forth in Schedule A attached hereto (each a “Purchaser” and collectively, the “Purchasers”).
10% SENIOR SECURED CONVERTIBLE DEBENTUREDraftDay Fantasy Sports, Inc. • July 13th, 2016 • Services-computer programming, data processing, etc. • New York
THIS 10% SENIOR SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 10% Senior Secured Convertible Debentures of Function (x) Inc. (formerly known as DraftDay Fantasy Sports, Inc., a Delaware corporation, (the “Company”), having its principal place of business at 902 Broadway, New York, NY 10010, designated as its 10% Senior Secured Convertible Debenture due 2017 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • July 13th, 2016 • DraftDay Fantasy Sports, Inc. • Services-computer programming, data processing, etc. • New York
Function (x) Inc. (formerly known as DraftDay Fantasy Sports, Inc.), a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Dominion Capital LLC, the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon exercise of this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”), at any time or times on or after the Issuance Date, but not after 11:59 p.m., New York time, on the Expiration Date (as defined below), [______________](subject to adjustment as provided herein) fully paid and non-assessable shares of Common Stock (as defined below) (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant shall
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 13th, 2016 • DraftDay Fantasy Sports, Inc. • Services-computer programming, data processing, etc. • New York
This Agreement is made pursuant to that certain Securities Purchase Agreement (the “Purchase Agreement”), dated as of the date hereof, between the Company and the Investor, among others.
SECURITY AGREEMENTSecurity Agreement • July 13th, 2016 • DraftDay Fantasy Sports, Inc. • Services-computer programming, data processing, etc. • New York
This SECURITY AGREEMENT, dated as of July 8, 2016 (as amended, restated or otherwise modified from time to time, this “Agreement”) made by Function(x) Inc. (formerly known as DraftDay Fantasy Sports, Inc.), a Delaware corporation (the “Company”), wetpaint.com, Inc., a Delaware corporation, and Choose Digital Inc., a Delaware corporation (each of the Company, wetpaint.com, Inc. and Choose Digital Inc., a “Grantor” and collectively, the “Grantors”), in favor of Rant, Inc., a Delaware corporation (the “Secured Party”).
12% SECURED CONVERTIBLE PROMISSORY NOTE DUE JULY 8, 2017DraftDay Fantasy Sports, Inc. • July 13th, 2016 • Services-computer programming, data processing, etc. • New York
FOR VALUE RECEIVED, Function(x) Inc., a Delaware corporation, (the “Company”) promises to pay to Rant, Inc. or its registered assigns (the "Holder"), or shall have paid pursuant to the terms hereunder, the principal sum of $3,000,000 on July 8,2017, unless extended upon an Event of Default as provided in Section 6(b) hereof, (the "Maturity Date") or such earlier date as this Note is required or permitted to be repaid as provided hereunder, and to pay interest to the Holder on the aggregate unconverted and then outstanding principal amount of this Note in accordance with the provisions hereof. This Note is subject to the following additional provisions:
EXCHANGE AGREEMENTExchange Agreement • July 13th, 2016 • DraftDay Fantasy Sports, Inc. • Services-computer programming, data processing, etc. • New York
THIS SECURITIES EXCHANGE AGREEMENT (this “Agreement”) is dated July 8, 2016, by and between FUNCTION(X) INC., a Delaware corporation, (the “Company”), Sillerman Investment Company III, LLC, a Delaware limited liability company (“SIC III”), Sillerman Investment Company IV, LLC, a Delaware limited liability company (“SIC IV”) and Sillerman Investment Company VI, LLC, a Delaware limited liability company (“SIC VI,” and collectively with the Company, SIC III and SIC IV, the “Parties”).
Asset Purchase AgreementAsset Purchase Agreement • July 13th, 2016 • DraftDay Fantasy Sports, Inc. • Services-computer programming, data processing, etc. • New York
This Asset Purchase Agreement (the “Agreement”) is made this 8th day of July, 2016 (the “Effective Date”), by and between Function (x) Inc. (formerly known as DraftDay Fantasy Sports Inc.) (“Parent”), a Delaware corporation, with an address of 902 Broadway, 11th Floor, New York, NY 10010, RACX Inc. (“Buyer”), a Delaware corporation, with an address of 902 Broadway, 11th Floor, New York, NY 10010 and Rant, Inc. (“Seller”), a Delaware corporation with an address of 4 Park Plaza, Suite 950, Irvine, California 92614.
SECURITY AGREEMENTSecurity Agreement • July 13th, 2016 • DraftDay Fantasy Sports, Inc. • Services-computer programming, data processing, etc. • New York
This SECURITY AGREEMENT, dated as of July [ ], 2016 (as amended, restated or otherwise modified from time to time, this “Agreement”) made by Function(x) Inc. (formerly known as DraftDay Fantasy Sports, Inc.)., a Delaware corporation, wetpaint.com, Inc., a Delaware corporation, and Choose Digital Inc., a Delaware corporation (each a “Company” or a “Grantor” and collectively, the “Companies” or the “Grantors”), in favor of holders of the Company’s Senior Secured 10% Convertible Debentures (the “Debentures”) signatory hereto, their endorsees, transferees and assigns (each a “Secured Party” and collectively, the “Secured Parties”).
INTERCREDITOR AGREEMENTIntercreditor Agreement • July 13th, 2016 • DraftDay Fantasy Sports, Inc. • Services-computer programming, data processing, etc. • New York
This INTERCREDITOR AGREEMENT (this “Agreement") dated as of July 8, 2016 among Sillerman Investment Company III, LLC, a Delaware limited liability company ("Sillerman III"), Sillerman Investment Company IV, LLC, a Delaware limited liability company (“Sillerman IV”), Sillerman Investment Company VI LLC, a Delaware limited liability company ("Sillerman VI;" jointly with Sillerman III and Sillerman IV, the "Existing Lenders"), Rant, Inc., a Delaware corporation (the “New Lender”), and Function(x) Inc. (formerly known as DraftDay Fantasy Sports Inc.), a Delaware corporation ("Borrower").
NOTE PURCHASE AGREEMENTNote Purchase Agreement • July 13th, 2016 • DraftDay Fantasy Sports, Inc. • Services-computer programming, data processing, etc. • New York
This Master Note Purchase Agreement, dated as of July 8, 2016 (this “Agreement”), is entered into by and between Function(x) Inc., a Delaware corporation, with an address of 902 Broadway, 11th Floor, New York, NY 10010 (the “Company”) and Rant, Inc., a Delaware corporation with an address of 4 Park Plaza, Suite 950, Irvine, California 92614 (the “Purchaser”).
LOCK-UP AGREEMENTLock-Up Agreement • July 13th, 2016 • DraftDay Fantasy Sports, Inc. • Services-computer programming, data processing, etc.
This Lock-Up Agreement (this “Agreement”) is being delivered to you in connection with the proposed private placement offering by Function (x) Inc., a Delaware corporation (the “Company”) of 10% Convertible Debentures (the “Debentures”) and warrants to purchase common stock (“Common Stock”) of the Company (the “Offering”), pursuant to a Securities Purchase Agreement dated as of July [ ], 2016 (the “SPA”) between the Company and the investors set forth on Schedule A hereto (the “Investors”).
SUBORDINATION AGREEMENTSubordination Agreement • July 13th, 2016 • DraftDay Fantasy Sports, Inc. • Services-computer programming, data processing, etc. • New York
FOR VALUE RECEIVED, and in order to induce the creditors set forth on the signature page hereof (collectively, the “Senior Creditor”) 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 Function(x) Inc., a corporation organized and existing under the laws of the State of Delaware (“Company”), each of the undersigned (each a “Subordinated Creditor” and collectively, “Subordinated Creditors”) does hereby unconditionally and irrevocably postpone, defer and subordinate in all respects to the prior indefeasible payment in full in cash or by the issuance of shares of the Company’s common stock as provided for in the Convertible Debentures (as hereinafter defined), by the Company of the Obligations (as hereinafter defined) to the Senior Creditor, payment of the indebtedness of Company to such Subordinated Creditor evidenced by: (i) the notes, other instruments and/or documents set forth on Exhibit
