0001354488-16-006805 Sample Contracts

SECURITY AGREEMENT
Security Agreement • March 30th, 2016 • DraftDay Fantasy Sports, Inc. • Services-computer programming, data processing, etc. • New York

This SECURITY AGREEMENT, dated as of March 29, 2016 (as amended, restated or otherwise modified from time to time, this “Agreement”) made by 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 Sillerman Investment Company VI, LLC (the “Secured Party”).

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SECURITIES EXCHANGE AGREEMENT
Securities Exchange Agreement • March 30th, 2016 • DraftDay Fantasy Sports, Inc. • Services-computer programming, data processing, etc. • New York

THIS SECURITIES EXCHANGE AGREEMENT (the “Agreement”) is dated March 24, 2016, by and between DRAFTDAY FANTASY SPORTS, INC., a Delaware corporation formerly known as Viggle, Inc. (the “Company”), MGT Sports, Inc., a Delaware corporation partnership (“MGT Sports”) and MGT Capital Investments, Inc., a Delaware corporation and the parent corporation of MGT Sports (“Parent,” and collectively with the Company and MGT Sports, the “Parties”).

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