SFX ENTERTAINMENT INC. 15th Floor New York, NY 10022 June 1, 2013SFX Entertainment, INC • August 30th, 2013 • Services-amusement & recreation services • New York
We are delighted to confirm to you that we are offering you the position of President of SFX Entertainment Inc. (the “Company”), subject to the terms and conditions set forth herein:
AMENDMENT NO. 3, CONSENT AND WAIVER AGREEMENTConsent and Waiver Agreement • August 30th, 2013 • SFX Entertainment, INC • Services-amusement & recreation services • New York
This Amendment No. 3, Consent and Waiver Agreement, dated as of August 20, 2013 (this “Amendment”), is among SFX INTERMEDIATE HOLDCO II LLC, a Delaware limited liability company (the “Borrower”), the other Persons listed on the signature pages hereof, the Lenders party hereto (collectively, the “Lenders” and individually, a “Lender”) and BARCLAYS BANK PLC, as administrative agent and collateral agent (in such capacities, together with its successors and permitted assigns, the “Administrative Agent”) under the Credit Agreement (as defined below).
STOCK PURCHASE AGREEMENT between SFX ENTERTAINMENT, INC. and ONE OF US HOLDING B.V., August 8, 2013Stock Purchase Agreement • August 30th, 2013 • SFX Entertainment, INC • Services-amusement & recreation services • New York
This STOCK PURCHASE AGREEMENT (this “Agreement”) is entered into as of August 8, 2013 between SFX Entertainment, Inc., a Delaware corporation (the “Parent”) and One of Us Holding B.V., a company organized under the laws of the Netherlands (the “Seller” and, collectively with the Parent, the “Parties”).
SFX STOCKHOLDER AGREEMENT between SFX ENTERTAINMENT, INC., ONE OF US HOLDING B.V., and the other Persons set forth on the signature pages hereto August 8, 2013 Confidential Treatment Requested. Confidential portions of this document have been redacted...SFX Stockholder Agreement • August 30th, 2013 • SFX Entertainment, INC • Services-amusement & recreation services • New York
This SFX STOCKHOLDER AGREEMENT (this “Agreement”) is entered into as of August 8, 2013 (the “Effective Date”), between One of Us Holding B.V., a company organized under the laws of the Netherlands (“One of Us”), and, solely for the purposes of Articles 1, 2, 8, and 10, the Persons listed in Exhibit A (the “ID&T Shareholders”), and, solely for the purposes of Articles 1, 2, 8, and 10, the Persons listed in Exhibit B (the “Ultimate ID&T Shareholders” and, collectively with One of Us and the ID&T Shareholders, the “ID&T Parties”), SFX Entertainment, Inc., a Delaware corporation (“SFX”), and, solely for the purposes of Articles 1, 3, 4 and 9, Robert F.X. Sillerman (“Sillerman” and, collectively with SFX and the ID&T Parties, the “Parties”).
ID&T WORLDWIDE SHAREHOLDERS’ AGREEMENTShareholders’ Agreement • August 30th, 2013 • SFX Entertainment, INC • Services-amusement & recreation services • New York
This ID&T WORLDWIDE SHAREHOLDERS’ AGREEMENT (this “Agreement”), dated as of August 8, 2013 (the “Effective Date”), is made between ID&T NewHolding, B.V., a company organized under the laws of the Netherlands (“ID&T Worldwide”), One of Us Holding B.V., a company organized under the laws of the Netherlands (“One of Us” and, collectively with the Buyer, the “Initial Shareholders”), such other Persons that are direct holders of Common Shares and that become a party hereto in accordance with the terms hereof (the “Other Shareholders” and, collectively with the Initial Shareholders, the “Shareholders”), SFX Entertainment, Inc., a Delaware corporation (“SFX”), One of Us International B.V. (f/k/a ID&T International Holding B.V.), a company organized under the laws of the Netherlands (“ID&T International”), the Persons listed in Exhibit B (the “ID&T Shareholders”), the Persons listed in Exhibit C (the “Ultimate ID&T Shareholders” and, collectively with ID&T Worldwide, the Shareholders, the ID&T
AMENDMENT NO. 2 TO GUARANTEE AGREEMENTGuarantee Agreement • August 30th, 2013 • SFX Entertainment, INC • Services-amusement & recreation services • New York
This Amendment No. 2 to Guarantee Agreement, dated as of August 20, 2013 (this “Agreement”) is made by Robert F. X. Sillerman (in his capacity as an individual and not as an officer, director or member (or other similar analogous role) of any entity), and his successors and permitted assigns (the “Affirming Party”) and acknowledged by Barclays Bank PLC, as collateral agent (the “Collateral Agent”) on behalf of the Secured Parties. Capitalized terms used and not defined herein shall have the meanings ascribed to them in the Amendment (as defined below).
MEMBERSHIP INTEREST PURCHASE AGREEMENT between Made Event, LLC, Mike Bindra, EZ Festivals, LLC, Laura De Palma, SFX Acquisition, LLC and SFX Entertainment, Inc. Dated August 21, 2013Membership Interest Purchase Agreement • August 30th, 2013 • SFX Entertainment, INC • Services-amusement & recreation services • New York
This Membership Interest Purchase Agreement (this “Agreement”), is entered into as of August 21, 2013, by and among SFX Acquisition, LLC, a Delaware limited liability company (“Buyer”), SFX Entertainment, Inc., a Delaware corporation (“Parent”), Made Event, LLC, a Massachusetts limited liability company (“Made”), Mike Bindra (“Bindra”), EZ Festivals, LLC, a New York limited liability company (“EZ”, and collectively with Made, the “Companies”), and Laura De Palma (“De Palma”) (Bindra and De Palma may be each referred to herein individually as a “Seller” and collectively as the “Sellers”, and the Sellers collectively with the Companies may be referred to herein as the “Seller Parties”). Buyer, Parent, Made, Bindra, EZ and De Palma are each a “Party” and are collectively the “Parties”.
AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF ID&T/SFX NORTH AMERICA LLCLimited Liability Company Operating Agreement • August 30th, 2013 • SFX Entertainment, INC • Services-amusement & recreation services • Delaware
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this “Agreement”) of ID&T/SFX North America LLC (f/k/a ID&T North America, LLC), a Delaware limited liability company (the “Company”), is made as of March , 2013, between the Company, ID&T International Holding B.V., a Dutch limited liability company (“ID&T”), and SFX-IDT N.A. Holding LLC, a Delaware limited liability company (“SFX” and, collectively with ID&T, the “Members”; the Members and the Company, collectively, the “Parties”), pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”).
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF ID&T/SFX NORTH AMERICA LLC a Delaware limited liability company Dated August 8, 2013 Confidential Treatment Requested. Confidential portions of this document have been...Limited Liability Company Operating Agreement • August 30th, 2013 • SFX Entertainment, INC • Services-amusement & recreation services • Delaware
This Second Amended and Restated Limited Liability Company Operating Agreement of ID&T/SFX North America LLC (f/k/a ID&T North America, LLC) (this “Agreement”), dated as of August 8, 2013 (the “Signing Date”), is made by and among ID&T/SFX North America LLC (f/k/a ID&T North America, LLC), a Delaware limited liability company (the “Company”), One of Us International B.V. (f/k/a ID&T International Holding B.V.), a Dutch limited liability company (“ID&T International”), SFX-IDT N.A. Holding LLC, a Delaware limited liability company (“SFX-IDT N.A. Holding” and, collectively with ID&T International, the “Initial Members”), such other Persons that are holders of Units and that become a party hereto in accordance with the terms hereof (the “Other Members” and, collectively with the Initial Members, the “Members”), One of Us B.V. (f/k/a ID&T Holding B.V.), a company organized under the laws of the Netherlands (“ID&T Holding”), and SFX Entertainment, Inc. (f/k/a SFX Holding Corporation), a Del
