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”).
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.
CALL AGREEMENT by and between 19X, INC. and FX REAL ESTATE AND ENTERTAINMENT INC. Dated as of March 3, 2008Call Agreement • March 4th, 2008 • FX Real Estate & Entertainment Inc. • Real estate • New York
This CALL AGREEMENT (this “Agreement”), dated as of March 3, 2008, is entered into by and between FX Real Estate and Entertainment Inc., a Delaware corporation (the “Buyer”), and 19X, Inc., a Delaware corporation (the “Seller”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
