8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 29, 2008

Ticketmaster Entertainment, Inc.
(Exact name of registrant as specified in charter)

Delaware	001-34064	95-4546874
(State or other jurisdiction	Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

8800 Sunset Blvd., West Hollywood, CA	90069
(Address of principal executive offices)	(Zip Code)
Registrant's telephone number, including area code:	(310) 360-3300

                                             Ticketmaster                                             
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]	Witten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.

As previously disclosed, FLMG Holdings Corp. (“FLMG Holdings”), a subsidiary of Ticketmaster Entertainment, Inc. (formerly named Ticketmaster) (“Ticketmaster Entertainment”) entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”), dated as of October 22, 2008, by and among FLMG Holdings, MM Investment Inc. and WMG Church Street Limited, pursuant to which FLMG Holdings agreed to acquire a controlling equity interest in Front Line Management Group Inc. (“Front Line”) for $123.0 million in cash. In addition, concurrent with the execution of the Stock Purchase Agreement by FLMG Holdings, Ticketmaster Entertainment entered into an employment agreement (the “Employment Agreement”) with Irving Azoff (“Executive”).

On October 29, 2008 (the “Closing Date”), the transactions contemplated by the Stock Purchase Agreement and the Employment Agreement were completed, and Mr. Azoff became the Chief Executive Officer of Ticketmaster Entertainment.

Stock Purchase Agreement

To fund FLMG Holdings’ purchase of the interest in Front Line, Ticketmaster Entertainment used a combination of cash on hand and $100 million borrowed on October 27, 2008 under the revolving portion of Ticketmaster Entertainment’s existing bank credit facility.

Employment Agreement

The information set forth in Item 5.02 below is incorporated by reference into this Item 2.01.

A copy of the press release issued by Ticketmaster Entertainment announcing the completion of the transactions contemplated by the Stock Purchase Agreement and the Employment Agreement on October 31, 2008 is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference. Copies of the Stock Purchase Agreement and the Employment Agreement are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated by reference.

ITEM 3.02. UNREGISTERED SALES OF EQUITY SECURITIES.

The information set forth in Items 2.01 and 5.02 are incorporated by reference into this Item 3.02. For the issuances of the Ticketmaster Common Stock and the Ticketmaster Preferred Stock (each as defined below) to the Trust (as defined below) as described under Item 5.02, Ticketmaster Entertainment relied upon the exemption from registration under the U.S. Securities Act of 1933, as amended, provided by Section 4(2) thereof for transactions not involving a public offering.

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ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

Pursuant to the terms of the Employment Agreement, on the Closing Date, Executive became the Chief Executive Officer of Ticketmaster Entertainment. In addition, Executive will join the Ticketmaster Entertainment Board of Directors as soon as practicable following the Closing Date. Executive will remain Chief Executive Officer of Front Line. The Employment Agreement has a term through May 11, 2014. Executive will be eligible to receive annual bonuses from Ticketmaster Entertainment, but will not receive a base salary from Ticketmaster Entertainment. He continues to receive a $2 million annual base salary and a guaranteed $2 million annual bonus from Front Line under the terms of his employment agreement with Front Line (the “Existing Employment Agreement”), which such agreement will remain in effect in accordance with its terms.

Effective as of the Closing Date, Sean Moriarty is President of Ticketmaster Entertainment and Chief Executive Officer of Ticketmaster (comprised of the Ticketmaster Entertainment businesses other than Front Line); Terry Barnes is Chairman of Ticketmaster; and Eric Korman is President of Ticketmaster.

On the Closing Date, pursuant to the terms of his Employment Agreement, Executive forfeited restricted common stock of Front Line representing a portion of his equity interest in Front Line, and Executive and Rochelle Azoff, as Co-Trustees of The Azoff Family Trust of 1997, dated May 27, 1997, as amended (the “Trust”), received an award of 1,750,000 shares of restricted Ticketmaster Series A Convertible Preferred Stock, $0.01 par value per share (“Ticketmaster Preferred Stock”) and 1,000,000 shares of restricted Ticketmaster Common Stock, $0.01 par value per share (“Ticketmaster Common Stock”). Mr. Azoff’s children are beneficiaries of the Trust. Following the Closing Date, Executive will continue to beneficially own approximately 15% of the fully diluted equity of Front Line. Ticketmaster Entertainment owns approximately 75% of the fully diluted equity in Front Line.< /P>

The restricted Ticketmaster Preferred Stock and the restricted Ticketmaster Common Stock will cliff vest on the five-year anniversary of the Closing Date. The restricted Ticketmaster Preferred Stock and the restricted Ticketmaster Common Stock will vest immediately upon a termination of Executive’s employment with both of Front Line and Ticketmaster without cause or for good reason or due to death or disability. Executive will forfeit all unvested shares of restricted Ticketmaster Preferred Stock and restricted Ticketmaster Common Stock upon a termination of Executive’s employment for cause or without good reason at both of Front Line and Ticketmaster Entertainment. Executive is entitled to customary registration rights with respect to any shares of Ticketmaster Common Stock he receives pursuant to the grants described in this paragraph.

On the Closing Date, Ticketmaster Entertainment granted to Executive an option (the “Stock Option”) to purchase 2,000,000 shares of Ticketmaster Common Stock, with a per share exercise price of $20 and a ten-year term. The Stock Option will vest in equal annual installments over four years, beginning on the first anniversary of the Closing Date; provided,

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however, that the Stock Option immediately will vest in full upon the occurrence of a change of control of Ticketmaster Entertainment or upon a termination of Executive’s employment with Ticketmaster Entertainment without cause or for good reason. Executive will forfeit any unvested portion of the Stock Option upon any other termination of employment with Ticketmaster Entertainment. The Stock Option was granted pursuant to the Ticketmaster 2008 Stock and Annual Incentive Plan.

Pursuant to the terms of the Employment Agreement, Executive will be subject to customer and employee non-solicitation provisions during employment with Ticketmaster Entertainment and the twelve month period following termination of Executive’s employment with Ticketmaster Entertainment for any reason.

Executive, age 60, has been the Chief Executive Officer of Front Line since January of 2005 and of Ticketmaster Entertainment since the Closing Date. Executive was previously the owner of ILA Inc., and Eagles Personal Management Inc, both artist management companies. In January of 2005, Executive sold 100% of his interests in both entities to Front Line and Executive was appointed Chief Executive Officer of Front Line at that time.

Executive is also party to the Restricted Stock Award Agreement, dated as of June 8, 2007, by and between Front Line and Executive (the “Existing Restricted Stock Award”), which agreement includes the vesting terms of shares of Front Line held by Executive. In general, Executive's Front Line restricted shares will vest on October 29, 2013; provided that if Executive's employment with Front Line is terminated without cause, for good reason or by death or disability, the shares will vest immediately.

In addition, Executive is a party to the Second Amended and Restated Stockholders’ Agreement of Front Line, dated as of June 9, 2008, by and among, Front Line, FLMG Holdings, for certain purposes IAC/InterActiveCorp, the Trust, MM Investment Inc., WMG Church Street Limited, Madison Square Garden, L.P. and the other parties named therein (the “Front Line Stockholders’ Agreement”). The Front Line Stockholders’ Agreement contains agreements among the parties, including with respect to certain governance matters, including the election of the directors of Front Line, restrictions on the transfer of shares of Front Line (including right of first refusal and put/call rights). The Front Line Stockholders’ Agreement was amended by Exhibit D to the Employment Agreement. In addition, in connection with the transactions contemplated by the Stock Purchase Agreement, MM Investment Inc. and WMG Church Street Limited assigned their rights to appoint directors to the Front Line board of directors to FLMG Holdings.

The information set forth in Item 5.03 is incorporated by reference into this Item 5.02. Copies of the Employment Agreement, the Existing Employment Agreement, the Existing Restricted Stock Award and the Front Line Stockholders’ Agreement are filed as Exhibits 10.2, 10.3, 10.4 and 10.5, respectively, to this Current Report on Form 8-K and are incorporated by reference.

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ITEM 5.03. AMENDMENTS TO ARTICLE OF INCORPORATION OR BYLAWS: CHANGE IN FISCAL YEAR.

On the Closing Date, pursuant to a Certificate of Ownership and Merger, Ticketmaster Entertainment’s name was changed from “Ticketmaster” to “Ticketmaster Entertainment, Inc.” In addition, in connection with the consummation of the transactions contemplated by the Employment Agreement, a certificate of designation for the Ticketmaster Preferred Stock (the “Certificate of Designation”) was adopted. The Ticketmaster Preferred Stock has a 3% annual paid in kind dividend, will cliff vest on the five-year anniversary of the Closing Date and will be mandatorily redeemable on the five-year anniversary of the Closing Date. Prior to redemption, a holder of Ticketmaster Preferred Stock will be entitled to convert the Ticketmaster Preferred Stock into Ticketmaster Common Stock having identical vesting terms at a conversion price of $20/share.

Copies of the Certificate of Ownership and Merger and the Certificate of Designation are filed as Exhibits 2.1 and 3.1, respectively, to this Current Report on Form 8-K and are incorporated by reference.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(a) Financial Statements of Businesses Acquired.

The financial statements of the Front Line business required by this Item 9.01(a) will be filed as an amendment to this Current Report on Form 8-K no later than 71 days after the date this Current Report on Form 8-K must be filed.

(b) Pro Forma Financial Information.

The pro forma financial information required by this Item 9.01(b) will be filed as an amendment to this Current Report on Form 8-K no later than 71 days after the date this Current Report on Form 8-K must be filed.

(d) Exhibits.

Exhibit No.	Description
2.1	Certificate of Ownership and Merger Merging Ticketmaster Merger Corporation  into Ticketmaster
3.1	Certificate of Designation for Series A Convertible Preferred Stock of  Ticketmaster Entertainment Inc.
10.1	Stock Purchase Agreement, dated as of October 22, 2008, by and among FLMG  Holdings Corp., MM Investment Inc. and WMG Church Street Limited (incorporated by reference to Ticketmaster Entertainment Inc.’s Form 8-K filed with the U.S. Securities and Exchange Commission on October 28, 2008)

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Exhibit No.	Description
10.2	Employment Agreement, dated as of October 22, 2008, by and among Irving Azoff, Ticketmaster Entertainment Inc., and for certain purposes, the Azoff Family Trust of 1997
10.3	Employment Agreement, dated as of May 11, 2007, by and between Front Line Management Group, Inc. and Irving Azoff
10.4	Restricted Stock Award Agreement, dated as of June 8, 2007, by and between Front Line Management Group, Inc. and Irving Azoff
10.5	Amended and Restated Stockholders’ Agreement of Front Line Management Group, Inc., dated as of June 9, 2008, by and among Front Line Management Group, Inc., FLMG Holdings Corp., for certain purposes IAC/ InterActiveCorp, The Azoff Family Trust of 1997, MM Investment Inc., WMG Church Street Limited, Madison Square Garden, L.P. and the other parties named therein
99.1	Press Release, released October 29, 2008

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

TICKETMASTER ENTERTAINMENT, INC.


By:         /s/ Chris Riley                                         
Name:   Chris Riley
Title:      General Counsel and Senior Vice President

Date: November 4, 2008

EXHIBIT LIST

Exhibit No.	Description
2.1	Certificate of Ownership and Merger Merging Ticketmaster Merger Corporation into Ticketmaster
3.1	Certificate of Designation for Series A Convertible Preferred Stock of Ticketmaster Entertainment Inc.
10.1	Stock Purchase Agreement, dated as of October 22, 2008, by and among FLMG Holdings Corp., MM Investment Inc. and WMG Church Street Limited (incorporated by reference to Ticketmaster Entertainment Inc.’s Form 8-K filed with the U.S. Securities and Exchange Commission on October 28, 2008)
10.2	Employment Agreement, dated as of October 22, 2008, by and among Irving Azoff, Ticketmaster Entertainment Inc., and for certain purposes, the Azoff Family Trust of 1997
10.3	Employment Agreement, dated as of May 11, 2007, by and between Front Line Management Group, Inc. and Irving Azoff
10.4	Restricted Stock Award Agreement, dated as of June 8, 2007, by and between Front Line Management Group, Inc. and Irving Azoff
10.5	Amended and Restated Stockholders’ Agreement of Front Line Management Group, Inc., dated as of June 9, 2008, by and among Front Line Management Group, Inc., FLMG Holdings Corp., for certain purposes IAC/ InterActiveCorp, The Azoff Family Trust of 1997, MM Investment Inc., WMG Church Street Limited, Madison Square Garden, L.P. and the other parties named therein
99.1	Press Release, released October 29, 2008

EX-2.1

Exhibit 2.1

CERTIFICATE OF OWNERSHIP AND MERGER

MERGING

TICKETMASTER MERGER CORPORATION

INTO

TICKETMASTER

(Pursuant to Section 253 of the
Delaware General Corporation Law)

Ticketmaster, a corporation organized and existing under the laws of Delaware (the “Corporation”), does hereby certify that:

     FIRST:        The Corporation owns all of the outstanding shares of each class of stock of Ticketmaster Merger Corporation, a Delaware corporation incorporated on the 29th day of October, 2008, pursuant to the Delaware General Corporation Law.

     SECOND:        The Corporation, by the following resolutions of its Board of Directors, duly adopted by unanimous written consent pursuant to Section 141(f) of the Delaware General Corporation Law dated October 29, 2008, determined to and did merge into itself said Ticketmaster Merger Corporation, by the adoption thereof:

     RESOLVED that the Corporation merge, and it hereby does merge, into itself, its wholly owned subsidiary, Ticketmaster Merger Corporation, and assumes all of the obligations of Ticketmaster Merger Corporation.

     RESOLVED that said merger shall become effective upon the filing of a Certificate of Ownership and Merger with the Secretary of State of the State of Delaware.

     RESOLVED that upon effectiveness of said merger, the name of Ticketmaster shall be changed to Ticketmaster Entertainment, Inc. and Article FIRST of the Amended and Restated Certificate of Incorporation of Ticketmaster shall be amended to read as follows:

                                                                  FIRST: The name of the corporation is Ticketmaster 
                                                                  Entertainment, Inc. (the “Corporation”).

RESOLVED that, except for the foregoing amendment to Article FIRST, said Amended and Restated Certificate of Incorporation shall remain unchanged by the merger and in full force and effect until further amended in accordance with the Delaware General Corporation Law.

RESOLVED that the proper officers of the Corporation be, and they hereby are, directed to make and execute a Certificate of Ownership and Merger setting forth a copy of the resolutions to so merge Ticketmaster Merger Corporation and to assume its obligations and the date of adoption thereof, and to cause the same to be filed with the Secretary of State of the State of Delaware and to do all acts and things whatsoever, whether within or without the State of Delaware, which may be necessary or proper to effect said merger and change of name.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of

Ownership and Merger to be signed by a duly authorized officer, this 29th day of October, 2008.

TICKETMASTER 

By: /s/ Brian M. Regan                        

Name: Brian M. Regan 

Title: Executive Vice President & 

          Chief Financial Officer 

EX-3.1

Exhibit 3.1     

CERTIFICATE OF DESIGNATIONS OF
SERIES A CONVERTIBLE PREFERRED STOCK

OF

TICKETMASTER ENTERTAINMENT, INC.

_______________________

Pursuant to Section 151 of the
General Corporation Law of the
State of Delaware
_______________________

Ticketmaster Entertainment, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify that, pursuant to the authority conferred upon the Board of Directors by the Amended and Restated Certificate of Incorporation of the Corporation, and pursuant to the provisions of Section 151 of the Delaware General Corporation Law, said Board of Directors duly adopted a resolution on October 22, 2008 to delegate and confirm authority to an Executive Committee of the Board of Directors to approve the filing of this Certificate of Designations and which resolution remains in full force and effe ct as of the date hereof and on October 28, 2008 such Executive Committee of the Board of Directors approved the filing of this Certificate of Designations and which resolution remains in full force and effect as of the date hereof.

Pursuant to such resolution and the authority conferred upon the Board of Directors by the Amended and Restated Certificate of Incorporation of the Corporation, there is hereby created a series of preferred stock, par value $0.01 per share, of the Corporation, which series shall have the following powers, preferences, and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions thereof, in addition to those set forth in the Amended and Restated Certificate of Incorporation of the Corporation:

Part 1. Designation and Amount of Series A Convertible Preferred Stock. 2,100,000 shares of the Preferred Stock shall be a series designated as Series A Convertible Preferred Stock, par value $0.01 per share (“Series A Preferred Stock”), of the Corporation. Each share of Series A Preferred Stock shall have a liquidation preference of $20.00 (the “Liquidation Preference”).

     Part 2. Payment of Dividends.

2A. The holders of shares of the Series A Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors, out of funds of the Corporation legally available therefor, cumulative preferential dividends accruing from the date of issuance unless otherwise provided herein at the rate per annum of 3% of the Liquidation Preference per share and no more, subject to adjustment pursuant to Part 2B. Such dividends shall be payable, if declared, annually in arrears on February 15 of each year or, if such day is not a Business Day,

on the next succeeding Business Day (each such date, a “Dividend Payment Date”) to the holders of record at the close of business as of the next preceding January 31. The first Dividend Payment Date shall be February 15, 2009 (the “Initial Dividend Payment Date”). Annual dividend periods (each, a “Dividend Period”) shall commence on and include the first day, and shall end on and include the last da y, of the calendar year that immediately precedes the calendar year in which the corresponding Dividend Payment Date occurs. The dividend to be paid to holders of the Series A Preferred Stock on the Initial Dividend Payment Date shall be payable in respect of the Dividend Period commencing on and including the Issuance Date and ending on and including December 31, 2008. Dividends shall be payable by issuance of additional shares of Series A Preferred Stock (including fractional shares) having an aggregate Liquidation Preference equal to the amount of the dividend to be paid. All dividends paid with respect to shares of Series A Preferred Stock shall be made pro rata among the holders of Series A Preferred Stock based upon the aggregate accumulated but unpaid dividends on the shares held by each such holder. If and when any shares are issued under this Part 2A for the payment of accumulated dividends, such shares shall be validly issued and outstanding and fully paid and nonassessable and shall initially have a Conversion Price equal to that of the Series A Preferred Stock with respect to which such shares are issued. Dividends payable on the Series A Preferred Stock shall be computed on the basis of a 365-day year.

2B. To the extent not paid pursuant to Part 2A above, dividends on the Series A Preferred Stock shall accumulate, whether or not there are funds legally available for the payment of such dividends and whether or not dividends are declared. In the case of shares of Series A Preferred Stock issued on the Issuance Date, dividends shall begin to accumulate on the Issuance Date and shall be deemed to accumulate from day to day whether or not declared until paid. In the case of shares of Series A Preferred Stock issued as a dividend on shares of Series A Preferred Stock, dividends shall begin to accumulate on the Dividend Payment Date in respect of which such shares were issued and shall be deemed to accumulate from day to day whether or not declared until paid; provided however, that if shares of Series A Preferred Stock h ave not been issued as a dividend on any Dividend Payment Date (each such date, a “Failed Dividend Payment Date”), whether or not declared, the dividend rate per annum set forth in Part 2A shall thereafter be increased with respect to the shares of Series A Preferred Stock that are outstanding as of each Dividend Payment Date following the Failed Dividend Payment Date such that the total number of shares of Series A Preferred Stock due on each Dividend Payment Date following the Failed Dividend Payment Date(s) shall equal 3% of the Liquidation Preference of all shares of Series A Preferred Stock that would be outstanding on the relevant Dividend Payment Date assuming that all shares of Series A Preferred Stock payable under Part 2A had been issued as a dividend on each Dividend Payment Date as set forth in Part 2A until all dividends payable for all pr ior Dividend Periods have been paid in full.

2C. Each fractional share of Series A Preferred Stock outstanding shall be entitled to a ratably proportionate amount of all dividends accumulating with respect to each outstanding share of Series A Preferred Stock pursuant to Part 2A, and all such dividends with respect to such outstanding fractional shares shall accumulate (whether or not declared) and shall be payable in the same manner and at such times as provided for in Part 2A with respect to dividends on each outstanding share of Series A Preferred Stock.

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2D. Accumulated but unpaid dividends for any past dividend periods may be declared by the Board of Directors and paid on any date fixed by the Board of Directors, whether or not a regular Dividend Payment Date, to holders of record on the books of the Corporation on such record date as may be fixed by the Board of Directors, which record date shall be no more than 60 days prior to the payment date thereof.

2E. So long as any Series A Preferred Stock remains outstanding, during any period when the Corporation has failed to pay a dividend for any prior Dividend Period on the shares of Series A Preferred Stock and until all unpaid dividends payable, whether or not declared, on the outstanding shares of Series A Preferred Stock shall have been paid in full, the Corporation shall not: (i) declare or pay dividends, or make any other distributions, on any shares of Junior Stock, other than dividends or distributions payable in shares of Junior Stock, or (ii) redeem, purchase or otherwise acquire for consideration any shares of Junior Stock, other than redemptions, purchases or other acquisitions of shares of Junior Stock in exchange for any shares of Junior Stock; provided that the Corporation may repurchase shares of Common S tock from present or former employees or directors of the Corporation or its Subsidiaries in accordance with the provisions of any employee, consulting, stock restriction or other stock agreements between such persons and the Corporation or its Subsidiaries.

     Part 3. Redemption.

3A. No Optional Redemption. The Corporation shall not have any right to redeem any shares of the Series A Preferred Stock except in accordance with the procedures providing for a mandatory redemption in Parts 3B and 4.

3B. Mandatory Redemption. The Corporation shall redeem all outstanding shares of Series A Preferred Stock on the Redemption Date out of funds legally available therefor at a redemption price, payable in cash, equal to 100% of the per share Liquidation Preference thereof, plus an amount in cash equal to all accumulated and unpaid dividends thereon, whether or not declared, to the Redemption Date.

     Part 4. Provisions Applicable to Redemption.

4A. The Corporation shall send a notice of redemption of the Series A Preferred Stock pursuant to Part 3B (a “Redemption Notice”) to the holders of the Series A Preferred Stock by first class mail, postage prepaid, at each such holder’s address as it appears on the stock record books of the Corporation, not less than fifteen Business Days prior to the Redemption Date, specifying the place of such redemption, but no failure to mail such notice or any defect therein or in the mailing thereof shall affect the validity of the proceedings for redemption. Any notice which was mailed in the manner herein provided shall be conclusively presumed to have be en duly given whether or not the holder receives the notice and the shares specified in such notice shall be deemed to have been called for redemption as of the date such notice was mailed. On or after the Redemption Date, except with respect to shares of Series A Preferred Stock for which a Common Stock Conversion Date has occurred on or prior to such Redemption Date, each holder of the shares of Series A Preferred Stock called for redemption in accordance with the terms hereof shall surrender the certificate evidencing such shares to the Corporation (unless such certificates have not yet been issued by the Corporation but are otherwise due such holder

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pursuant to Part 2 hereof) at the place designated in the Redemption Notice and shall thereupon be entitled to receive the redemption payment in respect thereof as specified in Part 3B. From and after the Redemption Date, all dividends on shares of Preferred Stock shall cease to accumulate and all rights of the holders thereof as holders of Series A Preferred Stock shall cease and terminate, except if the Corporation shall default in payment of the redemption payment specified in Part 3B, in which case all such rights shall continue unless and until such shares are redeemed and such price is paid in accordance with the terms hereof.

4B. If the funds of the Corporation legally available for redemption of shares of Series A Preferred Stock on the Redemption Date are insufficient to redeem the total number of shares of Series A Preferred Stock to be redeemed on such date, those funds which are legally available shall be used to redeem the maximum possible number of shares of Series A Preferred Stock pro rata among the holders of the Series A Preferred Stock to be redeemed based upon the aggregate Liquidation Preference of all shares of Series A Preferred Stock held by each such holder (plus all accumulated and unpaid dividends thereon). In case fewer than the total number of shares of Series A Preferred Stock represented by any certificate are redeemed, a new certificate representing the number of unredeemed shares shall be issued to the holder ther eof within ten Business Days after surrender of the certificate representing the redeemed shares.

Part 5. Rank. The Series A Preferred Stock shall, with respect to dividend distributions and distributions upon the voluntary or involuntary liquidation, winding up and dissolution of the Corporation, rank (i) senior to all Junior Stock, (ii) pari passu with any Parity Stock and (iii) junior to any Senior Stock. The Corporation may authorize, create and issue Junior Stock, Parity Stock and Senior Stock without the consent of the holders of shares of the Series A Preferred Stock.

Part 6. Liquidation Preference. In the event of the liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, the holders of shares of the Series A Preferred Stock shall be entitled to receive, out of the assets of the Corporation, and in preference to and in priority over any distribution upon the shares of Common Stock and all shares of Junior Stock, an amount in cash equal to the per share Liquidation Preference, plus an amount equal to the accumulated and unpaid dividends thereon, whether or not declared, to the date of liquidation, dissolution or winding up, as the case may be, and no more. If the assets of the Corporation are not sufficient to pay in full the liquidation price payable to the holders of the shares of the Series A Preferred Stock and the liquidation price payable to the holders of all shares of Parity Stock, the holders of all such shares shall share ratably in such distribution of assets in accordance with the amounts which would be payable on such distribution if the amounts to which the holders of shares of the Series A Preferred Stock and the holders of shares of Parity Stock are entitled were paid in full. Neither the voluntary sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property or assets of the Corporation nor a merger or consolidation of the Corporation with or into any other corporation shall be deemed a liquidation, dissolution or winding up of the Corporation.

Part 7. Voting Rights. Except as set forth below or as required by law, holders of shares of the Series A Preferred Stock shall have no voting rights.

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     7A. Except as otherwise required by law or expressly provided herein, the holders of shares of Series A Preferred Stock shall be entitled to vote on all matters submitted to a vote of the stockholders of the Corporation and shall have such number of votes equal to the number of shares of Common Stock into which such holders’ shares of Series A Preferred Stock are convertible pursuant to the provisions hereof at the record date for the determination of stockholders entitled to vote on such matters or, if no such record date is established, at the date such vote is taken. Except as otherwise required by law or expressly provided herein, the holders of shares of Series A Preferred Stock and Common Stock shall vote together as a single class, and not as separate classes.

7B. The affirmative vote of the holders of at least a majority of the outstanding shares of Series A Preferred Stock, voting together as a single class, in person or by proxy, at a special or annual meeting called for the purpose, or by written resolution in lieu of a meeting, shall be required to amend, repeal or change any provisions of this Certificate of Designations in any manner that would adversely affect, alter or change the powers, preferences or special rights of the Series A Preferred Stock. For the avoidance of doubt, the Corporation may authorize, increase the authorized amount of, or issue any class or series of Junior Stock, Parity Stock or Senior Stock, including any additional shares of Series A Preferred Stock, without the consent of the holders of Series A Preferred Stock, and in taking such actions the Corporation shall not be deemed to have adversely affected, altered or changed the powers, preferences or special rights of holders of shares of Series A Preferred Stock. With respect to any matter on which the holders of the Series A Preferred Stock are entitled to vote as a separate class, each share of Series A Preferred Stock shall be entitled to one vote.

     Part 8. Conversion Rights.

8A. Upon the terms and in the manner set forth in this Part 8 and subject to the provisions for adjustment contained in Part 8F, the shares of Series A Preferred Stock shall be convertible, in whole or in part, at the option of the holders thereof, at any time after the Issuance Date, upon compliance by such holder with Part 8B with respect thereto, out of funds legally available, into a number of fully paid and nonassessable shares of Common Stock equal to the quotient obtained by dividing (i) the aggregate Liquidation Preference of the Series A Preferred Stock to be converted plus an amount equal to accumulated and unpaid dividends thereon through the close of business on the day immediately preceding the Common Stock Conversion Date that have not been declared, or that have been declared and not paid, with a record date prior to the Common Stock Conversion Date (the “Conversion Value”), by (ii) the conversion price of $20.00 (as such price may be adjusted from time to time in accordance with this Part 8, the “Conversion Price ”).

8B. In order to convert shares of Series A Preferred Stock, the holder thereof shall deliver a duly executed irrevocable written notice of election to convert specifying the number of shares of Series A Preferred Stock to be converted. Each holder of Series A Preferred Stock shall (i) deliver a written notice to the Corporation at its principal office specifying the name or names in which such holder wishes the certificate or certificates for shares of Common Stock to be issued, (ii) surrender the certificate for such shares of Series A Preferred Stock to the Corporation (unless such certificates have not yet been issued by the Corporation but are otherwise due such holder pursuant to Part 2 hereof), accompanied, if so required by the

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Corporation, by a written instrument or instruments of transfer in form reasonably satisfactory to the Corporation duly executed by the holder or its attorney duly authorized in writing, and (iii) pay any transfer or similar tax required by Part 8H. In the event that a holder fails to notify the Corporation of the number of shares of Series A Preferred Stock which such holder wishes to convert, such holder shall be deemed to have elected to convert all shares represented by the certificate or certificates surrendered for conversion.

8C. (i) A “Common Stock Conversion” shall be deemed to have been effected immediately following the close of business on the date (the “Common Stock Conversion Date”) on which the Corporation shall have received a written notice of election to convert, a surrendered certificate (to the extent required by Part 8B), any required payments contemplated by Part 8H below, and all other required documents. Immediately upon conversion, the rights of the holder of Series A Preferred Stock so converted sh all cease and the person(s) entitled to receive the shares of Common Stock upon the conversion of such shares of Series A Preferred Stock shall be treated for all purposes as having become the beneficial owners of such shares of Common Stock, unless the stock transfer books of the Corporation shall be closed on such date, in which event such person or persons shall be deemed to have become such holder or holders of record at the close of business on the next succeeding day on which such stock transfer books are open, but such conversion shall be at the Conversion Price in effect on the date on which such shares shall have been surrendered and such notice (and, if applicable, payment and any other required documents) received by the Corporation..

(ii) As promptly as practicable after the Common Stock Conversion Date (and in no event more than ten Business Days thereafter), the Corporation shall deliver or cause to be delivered to or upon the written order of the holders of the surrendered shares of Series A Preferred Stock, (A) a certificate or certificates representing the number of fully paid and nonassessable shares of Common Stock, with no personal liability attaching to the ownership thereof, free of all taxes with respect to the issuance thereof, liens, charges and security interests and not subject to any preemptive rights, into which such shares of Series A Preferred Stock have been converted in accordance with the provisions of this Part 8, and (B) any cash payable in respect of fractional shares as provided in Part 8D.

(iii) Upon the surrender of a certificate representing shares of Series A Preferred Stock that is converted in part, the Corporation shall issue or cause to be issued for the holder a new certificate representing shares of Series A Preferred Stock equal in number to the unconverted portion of the shares of Series A Preferred Stock represented by the certificate so surrendered.

8D. No fractional shares or scrip representing fractional shares of Common Stock shall be issued upon the conversion of any shares of Series A Preferred Stock. Instead of any fractional interest in a share of Common Stock which would otherwise be deliverable upon the conversion of a share of Series A Preferred Stock, the Corporation shall pay to the holder of such share of Series A Preferred Stock an amount in cash (computed to the nearest cent) equal to the product of (i) such fraction and (ii) the current market price (as defined in Part 8F(v) below) of a share of Common Stock on the Business Day next preceding the Common Stock Conversion Date. If more than one share shall be surrendered for conversion at one time by the same holder,

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the number of full shares of Common Stock issuable upon conversion thereof shall be computed on the basis of the aggregate Conversion Value in respect of the shares of Series A Preferred Stock so surrendered.

8E. The holders of Series A Preferred Stock at the close of business on a record date for a dividend payable to the holders of the Series A Preferred Stock shall be entitled to receive the dividend payable on such shares on the corresponding Dividend Payment Date notwithstanding the conversion thereof.

                 8F. The Conversion Price shall be subject to adjustment as follows:

(i) If the Corporation shall (1) declare or pay a dividend on its outstanding Common Stock in shares of Common Stock or make a distribution to holders of its Common Stock in shares of Common Stock, (2) subdivide its outstanding shares of Common Stock into a greater number of shares of Common Stock, (3) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock or (4) issue by reclassification of its shares of Common Stock other securities of the Corporation, then the Conversion Price in effect immediately prior thereto shall be adjusted so that a holder of any shares of Series A Preferred Stock thereafter converted shall be entitled to receive the number and kind of shares of Common Stock or other securities that such holder of Series A Preferred Stock would have owned or been enti tled to receive after the happening of any of the events described above had such shares of Series A Preferred Stock been converted immediately prior to the happening of such event or any record date with respect thereto. An adjustment made pursuant to this Part 8F(i) shall become effective with respect to any dividend or distribution, immediately after the close of business on the date for the determination of holders of Common Stock entitled to receive such dividend or distribution, or, in the case of any subdivision, combination or reclassification that shall have become effective, on the date of the subdivision, combination or reclassification. Such adjustment shall be made successively.

(ii) If the Corporation shall issue any shares of Common Stock, or any rights, options, warrants or convertible or exchangeable securities containing the right to subscribe for or purchase shares of Common Stock at a price per share that is lower than the then current market price per share (as defined in Part 8F(v) below) of Common Stock, the Conversion Price shall be adjusted in accordance with the following formula:

( N x P ) 
                                                       AC  =  C x O  +   (    M ) 
O + N 
                                             where 
                                                       AC = the adjusted Conversion Price 
                                                          C = the current Conversion Price
                                                          O = the number of fully-diluted shares of Common Stock on the 
                                                                 record date 
                                                          N = the number of additional shares of Common Stock offered 
                                                           P = the offering price per share of the additional shares 
                                                          M = the current market price per share of Common Stock on the
                                                                  record date

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The adjustment shall be made successively whenever any such rights, options, warrants or convertible or exchangeable securities are issued, and shall become effective immediately after the record date for the determination of stockholders entitled to receive the rights, options, warrants or convertible or exchangeable securities.

(iii) For purposes of the foregoing Part 8F(ii), in determining whether any rights, options, warrants or convertible or exchangeable securities entitle the holders to subscribe for or purchase, or exercise a conversion right for, Common Stock at less than the current market price per share of Common Stock on the applicable date, and in determining the aggregate exercise or conversion price payable for such Common Stock, there shall be taken into account any consideration the Corporation receives for such rights, warrants, options, other securities or convertible securities and any amount payable on exercise or conversion thereof, with the value of such consideration, if other than cash, to be determined by the Board of Directors. Upon the expiration of any rights, options, warrants or convertible or exchangeable secur ities issued by the Corporation to holders of its Common Stock which caused an adjustment to the Conversion Price pursuant to Part 8F(ii), if any of such rights, options, warrants or convertible or exchangeable securities in whole or in part shall not have been exercised, then the Conversion Price shall be increased by the amount of the initial adjustment of the Conversion Price pursuant to Part 8F(ii) in respect of such expired rights, options, warrants or convertible or exchangeable securities.

(iv) If the Corporation shall distribute to all holders of its outstanding Common Stock any shares of capital stock of the Corporation (other than Common Stock) or evidences of indebtedness or assets (excluding ordinary cash dividends and dividends or distributions referred to in Parts 8F(i) and (ii) above) or rights or warrants to subscribe for or purchase any of its securities (excluding those referred to in Part 8F(ii) above) (any of the foregoing being hereinafter in this Part 8F(iv) called the “Securities or Assets”), then in each such case, unless the Corporation elects to reserve shares or other units of such Securities or Assets for distributio n to the holders of Series A Preferred Stock upon the conversion of the shares of Series A Preferred Stock so that a holder converting shares of Series A Preferred Stock will receive, out of funds legally available therefor, upon such conversion, in addition to the shares of the Common Stock to which such holder of Series A Preferred Stock is entitled, the amount and kind of such Securities or Assets which such holder of Series A Preferred Stock would have received if such holder had, immediately prior to the record date for the distribution of the Securities or Assets, converted its shares of Series A Preferred Stock into Common Stock, the Conversion Price shall be adjusted so that the same shall equal the price determined by multiplying the Conversion Price in effect immediately prior to the date of such distribution by a fraction the numerator of which shall be the current market price per share (as defined in Part 8F(v) below) of the Common Stock on the record date mentioned below less the then fair mark et value (as determined by the Board of Directors in good faith) of the portion of the Securities or Assets applicable to one share of Common Stock, and the denominator of which shall be the current market price per share of the Common Stock on such record date; provided, however, that if the then fair market value (as so determined) of the portion of the Securities or Assets so distributed

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applicable to one share of Common Stock is equal to or greater than the current market price per share of the Common Stock on the record date mentioned above, in lieu of the foregoing adjustment, adequate provision shall be made so that each holder of shares of Series A Preferred Stock shall have the right to receive, out of funds legally available therefor, in addition to the shares of Common Stock to which such holder is entitled, the amount and kind of Securities and Assets such holder would have received had such holder converted each such share of Series A Preferred Stock immediately prior to the record date for the distribution of the Securities or Assets. Such adjustment shall become effective immediately after the record date for the determination of stockholders entitled to receive such distribution. If any such distribution described in this Part 8F(iv) is declared but not pai d or made, the Conversion Rate shall be readjusted to be the Conversion Rate that would then be in effect if such distribution had not been declared.

(v) For the purposes of any computation under this Part 8F and for purposes of Part 8D, the “current market price” per share of Common Stock at any date shall be deemed to be the twenty (20) consecutive trading day volume weighted average sales price of the Common Stock on the The Nasdaq Stock Market (or, if the Common Stock or such other security is not listed on The Nasdaq Stock Market, such other national or regional exchange or market on which the Common Stock or such other security is then listed or quoted or, if the Common Stock or such other security is not listed or quoted on a national or regional exchange or market, the last quoted price or, i f not so quoted, the average of the high bid and low asked prices on such other nationally recognized quotation system then in use, or, if the Common Stock or such other security is not quoted on any such quotation system, the average of the closing bid and asked prices as furnished by a professional market maker selected by the Board of Directors in good faith making a market in the Common Stock or such other security. If the Common Stock or such other security is not publicly held, or so listed, quoted or publicly traded, the current market price per share means the fair market value of a share of Common Stock, as determined in good faith by the Board of Directors) immediately prior to the date in question.

(vi) No adjustment in the Conversion Price shall be required unless such adjustment would require an increase or decrease of at least 1% of such price; provided, however, that any adjustments which by reason of this Part 8F(vi) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Part 8F shall be made to the nearest one-hundredth of a cent or to the nearest one-hundredth of a share, as the case may be.

(vii) If the Corporation shall be a party to any transaction, including without limitation a merger, consolidation, sale of all or substantially all of the Corporation’s assets, reorganization, liquidation or recapitalization of the Common Stock (each of the foregoing being referred to as a “Transaction”), in each case as a result of which shares of Common Stock shall be converted into the right to receive stock, securities or other property (including cash or any combination thereof), each share of Series A Preferred Stock shall, at and after the consummation of the Transaction, be convertible into the kind and amount of shares of stock and other securities and property receivable (including cash) upon the consummation of such Transaction by a holder of

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that number of shares of Common Stock into which one share of Series A Preferred Stock was convertible immediately prior to such Transaction. The provisions of this Part 8F(vii) shall similarly apply to successive Transactions.

(viii) Notwithstanding the provisions of this Part 8F, the applicable Conversion Price shall not be adjusted (A) upon the issuance of any shares of Common Stock (including upon the exercise of options or rights) or options or rights to purchase those shares pursuant to any present or future employee, director or consultant benefit plan, program or practice of or assumed by the Corporation or any of its Subsidiaries or as full or partial consideration in connection with any acquisition by the Corporation or its Subsidiaries, (B) upon the issuance of any shares of the Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security outstanding as of the date of initial issuance of the Series A Preferred Stock or pursuant to any preferred stock purchase or similar rights issued with respect thereto pursuant to a shareholder rights plan, (C) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Corporation’s securities and the investment of additional optional amounts in the Common Stock under any plan or (D) for a change in the par value of the Common Stock.

(ix) For the purposes of this Part 8F and Part 8I, the term “shares of Common Stock” shall mean (A) the class of stock designated as the Common Stock of the Corporation at the date hereof or (B) any other class of stock resulting from successive changes or reclassifications of such shares consisting solely of changes in par value, or from no par value to par value. If at any time, as a result of an adjustment made pursuant to clauses (i), (iv) or (vii) of Part 8F above, the holders of Series A Preferred Stock shall become entitled to receive any securities other than shares of Common Stock, thereafter the number of such other securities so issuable upon conversio n of the shares of Series A Preferred Stock shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the shares of Series A Preferred Stock contained in this Part 8F.

(x) Notwithstanding the foregoing, in any case in which this Part 8F provides that an adjustment shall become effective immediately after a record date for an event, the Corporation may defer until the occurrence of such event (A) issuing to the holder of any share of Series A Preferred Stock converted after such record date and before the occurrence of such event the additional shares of Common Stock issuable upon such conversion before giving effect to such adjustment and (B) paying to such holder any amount in cash in lieu of any fraction pursuant to Part 8D.

(xi) If the Corporation shall enter into any extraordinary transaction affecting the Common Stock, other than any action described in this Part 8F, which in the good faith opinion of the Board of Directors would materially adversely affect the conversion rights of the holders of Series A Preferred Stock, the Conversion Price for the Series A Preferred Stock shall be adjusted, to the extent permitted by law, in such manner, if any, and at such time, as the Board of Directors may determine in good faith to be equitable in the circumstances.

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 8G. Whenever the Conversion Price is adjusted as herein provided, the Corporation shall prepare a notice of such adjustment of the Conversion Price setting forth the adjusted Conversion Price and the date on which such adjustment becomes effective and shall mail such notice to each holder of shares of Series A Preferred Stock at such holder’s last address as shown on the stock books of the Corporation.

8H. The Corporation will pay any and all documentary, stamp or similar issue or transfer taxes payable in respect of the issue or delivery of shares of Common Stock on the conversion of shares of Series A Preferred Stock pursuant to this Part 8; provided, however, that the Corporation shall not be required to pay any tax which may be payable in respect of any registration or transfer involved in the issue or delivery of shares of Common Stock in a name other than that of the registered holder of Series A Preferred Stock conve rted or to be converted, and no such issue or delivery shall be made unless and until the person requesting such issue has paid to the Corporation the amount of any such tax or has established, to the satisfaction of the Corporation, that such tax has been paid.

8I. (i) The Corporation shall at all times reserve and keep available, free from all liens, charges and security interests and not subject to any preemptive rights, out of the aggregate of its authorized but unissued Common Stock or its issued Common Stock held in its treasury, or both, for the purpose of effecting the conversion of Series A Preferred Stock, the full number of shares of Common Stock then deliverable upon the conversion of all outstanding shares of Series A Preferred Stock.

(ii) Before taking any action which would cause an adjustment reducing the Conversion Price below the then par value (if any) of the Common Stock issuable upon conversion of Series A Preferred Stock, the Corporation will take any corporate action which may, in the opinion of its counsel, be necessary in order that the Corporation may validly and legally issue fully paid and nonassessable shares of such Common Stock at such adjusted Conversion Price.

Part 9. Restrictions on Transfer. No sale, offer, assignment, transfer, pledge, hypothecation, encumbrance or other disposition, whether by merger, operation of law or otherwise (each, a “disposition”), of any shares of Series A Preferred Stock shall be permitted unless such disposition is permitted by, and made in compliance with the Employment Agreement.

Part 10. Reissuance of Preferred Stock. Shares of Series A Preferred Stock that have been issued and reacquired in any manner, including shares purchased by the Corporation or redeemed or exchanged or converted, shall (upon compliance with any applicable provisions of the laws of Delaware) have the status of authorized but unissued shares of preferred stock of the Corporation undesignated as to series and may be designated or redesignated and issued or reissued, as the case may be, as part of any series of preferred stock of the Corporation, provided that any issuance of such shares as Series A Preferred Stock must be in compliance with the terms hereof.

Part 11. Exclusion of Other Rights. Except as may otherwise be required by law, the shares of Series A Preferred Stock shall not have any voting powers, preferences and relative, participating, optional or other special rights, other than those specifically set forth in this

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resolution (as such resolution may be amended from time to time) and in the Amended and Restated Certificate of Incorporation. The shares of Series A Preferred Stock shall have no preemptive or subscription rights.

Part 12. Mutilated or Missing Preferred Stock Certificates. If any certificates representing Series A Preferred Stock shall be mutilated, lost, stolen or destroyed, the Corporation shall issue, in exchange and in substitution for and upon cancellation of the mutilated Series A Preferred Stock certificate, or in lieu of and substitution for the Series A Preferred Stock certificate lost, stolen or destroyed, a new Series A Preferred Stock certificate of like tenor and representing an equivalent amount of shares of Series A Preferred Stock, but only upon receipt of evidence of such loss, theft or destruction of such Series A Preferred Stock certificate and indemnit y, if requested, satisfactory to the Corporation and the transfer agent of the Corporation (if other than the Corporation).

Part 13. Certain Definitions. As used herein, the following terms heretofore not defined shall have the following respective meanings:

“Board of Directors” shall mean the Board of Directors of the Corporation or a duly authorized committee thereof.

“Business Day” shall mean any day other than Saturday, Sunday or other day on which commercial banks in the State of New York are authorized or required by law or executive order to remain closed.

“Common Stock” shall mean the shares of the Common Stock, par value $0.01 per share, of the Corporation.

“Control” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a person, whether through the ownership of voting securities, by contract or otherwise, and the terms “Controlling” and “Controlled” shall have meanings correlative thereto.

“Employment Agreement” shall means that certain Employment Agreement, dated as of October 22, 2008, between the Corporation and Irving Azoff (as the same may be amended or extended from time to time in accordance with its terms), a copy of which shall be made available to any stockholder upon request and without charge.

“Issuance Date” means the first date of issuance of any shares of Series A Preferred Stock.

“Junior Stock” shall mean any shares of Common Stock and each other class or series of capital stock of the Corporation, including a series of the Preferred Stock which is by its terms expressly made junior to the shares of the Series A Preferred Stock at the time outstanding as to the payment of dividends, liquidation preference or redemption rights.

“Parity Stock” shall mean any shares of a class or a series of capital stock of the Corporation (other than the Common Stock) which is by its terms not expressly made junior or

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senior to the Series A Preferred Stock at the time outstanding as to payment of dividends, liquidation preference or redemption rights.

“Preferred Stock” shall mean the preferred stock, par value $0.01 per share, of the Corporation authorized by the Amended and Restated Certificate of Incorporation of the Corporation.

     “Redemption Date” shall mean fifth anniversary of issue date, 2013.

“Senior Stock” shall mean any shares of a class or series of capital stock of the Corporation which by its terms ranks senior to the Series A Preferred Stock as to payment of dividends, liquidation preference or redemption rights.

“Subsidiary” shall mean, with respect to any person (herein referred to as the “parent”), any corporation, partnership, limited liability company, association or other business entity (a) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or more than 50% of the general partnership interests are, at the time any determination is being made, owned, Controlled or held, or (b) that is, at the time any determination is made, otherwise Controlled, by the parent or one or more Subsidiaries of the parent or by the parent and one or more Subsidiaries of the parent.

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IN WITNESS WHEREOF, Ticketmaster Entertainment Group, Inc. has caused this Certificate of Designations to be executed by its duly authorized officer on October 29, 2008.

TICKETMASTER ENTERTAINMENT, INC. 

By: /s/ Brian M. Regan                                       

Name: Brian M. Regan 

Title: Executive Vice President & Chief Executive 

         Officer 

EX-10.2

Exhibit 10.2

EXECUTION COPY

Employment Agreement

     Set forth below are the terms of a legally binding Employment Agreement (“Agreement”), dated October 22, 2008, by and among Irving Azoff (“Executive”), Ticketmaster (“Ticketmaster”), and, solely for purposes of the sections of the Agreement entitled “FLMG Equity Cancellation; Ticketmaster Equity Grant” and “Miscellaneous,” the Azoff Family Trust of 1997, dated May 27, 1997, as amended (the “Azoff Family Trust”).

Term	Description
Position	●	During the Term (as defined below), Executive shall be Chief
		Executive Officer of Ticketmaster, reporting to the Chairman of the
		Board and the Board of Directors of Ticketmaster (“Board”).
	●	Ticketmaster shall cause Executive to be elected to the Board as
		soon as practicable following the Effective Date. Thereafter, during
		the Term, so long as Executive remains Chief Executive Officer of
		Ticketmaster, Executive shall be nominated by Ticketmaster to
		remain on the Board, subject to the immediately succeeding
		sentence. In the event Executive’s employment ends at any time
		and for any reason, Executive agrees that, in the absence of an
		agreement with the Board to the contrary, Executive will resign his
		position as director simultaneously with the termination of his
		employment.
	●	During the Term, Executive agrees to devote substantially all of
		Executive’s working time, attention and efforts to Ticketmaster
		and, for so long as Executive is employed by Front Line
		Management Group, Inc. (“FLMG”), to FLMG.
	●	Executive agrees that during the Term he shall perform his duties
		conscientiously and faithfully subject to the lawful directions of the
		Board and the Chairman of the Board, and in accordance with each
		of Ticketmaster’s corporate governance and ethics guidelines,
		conflict of interests policies, and codes of conduct.
	●	During the Term, Executive’s principal place of employment shall
		be FLMG’s headquarters currently located in Westwood, California
		or in any new headquarters for FLMG located in Beverly Hills,
		California or West Los Angeles, California.
	●	During the Term, the person who served as the Chief Executive
		Officer of Ticketmaster immediately prior to the date of this
		Agreement will report to Executive for so long as such individual
		remains an employee of Ticketmaster or any of its subsidiaries.
Effective Date	Unless Ticketmaster and Executive otherwise mutually agree, “Effective
	Date” shall mean the date of consummation of the transactions
	contemplated by the Stock Purchase Agreement, dated as of October 22,
	2008, by and among FLMG Holdings Corp., MM Investment Inc., and WMG
	Church Street Limited.

Term	Description
Term	“Term” shall mean the period from the Effective Date through May 11,
	2014, unless Executive’s employment with Ticketmaster terminates prior
	to May 11, 2014 in accordance with the terms of this Agreement, in which
	case “Term” shall mean the period from the Effective Date through the
	date of termination of Executive’s employment in accordance with the
	terms of this Agreement. Ticketmaster may terminate Executive’s
	employment with Ticketmaster at any time with or without Cause (as
	defined in Exhibit A to this Agreement) or upon Executive’s Disability (as
	defined in Exhibit A to this Agreement). Executive may terminate
	Executive’s employment with Ticketmaster at any time with or without
	Good Reason (as defined in Exhibit A to this Agreement). Executive’s
	employment with Ticketmaster shall terminate immediately upon
	Executive’s death.
FLMG	The Employment Agreement, dated as of May 11, 2007, by and between
Employment	FLMG and Executive (as amended from time to time, the “FLMG
Agreement	Employment Agreement”) shall remain in effect unless and until
	terminated in accordance with the terms of the FLMG Employment
	Agreement.
FLMG Base	Executive will continue to receive base salary and annual bonuses under
Salary and	the FLMG Employment Agreement, subject to, and in accordance with, its
Annual	terms.
Bonuses
Ticketmaster	During the Term, Executive shall be eligible to receive discretionary
Discretionary	annual bonuses from Ticketmaster, with such annual bonuses, if any, to
Bonus	be paid after January 1 and not later than March 15 of the calendar year
	immediately following the calendar year with respect to which such annual
	bonus relates.
FLMG Equity	●	Subject to, and simultaneously with, the grant described in the
Cancellation;		immediately succeeding bullet, on the Effective Date, Executive
Ticketmaster		and the Azoff Family Trust shall forfeit 25,918.276 shares of
Equity Grant		restricted common stock, $0.01 par value per share, of FLMG
		(“FLMG Common Stock”).
	●	Subject to, and simultaneously with, the forfeiture of the FLMG
		Common Stock described in the immediately preceding bullet, on
		the Effective Date, at Executive’s direction, Ticketmaster shall
		grant to Executive and Rochelle Azoff, as Co-Trustees of the Azoff
		Family Trust (1) 1,750,000 shares of restricted series A convertible
		preferred stock, $0.01 par value per share, of Ticketmaster
		(“Ticketmaster Series A Preferred Stock”) having a face value
		of $20/share ($35 million in the aggregate) and a 3% annual paid
		in kind dividend, and (2) 1,000,000 shares of restricted common
		stock, $0.01 par value per share, of Ticketmaster (“Ticketmaster
		Common Stock”). The Ticketmaster Series A Preferred Stock shall
		have such other terms as set forth in the certificate of designations
		of the Ticketmaster Series A Preferred Stock, which certificate of

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Term	Description
		designations shall be substantially in the form attached to this
		Agreement as Exhibit E. For purposes of this Agreement,
		references to the Ticketmaster Series A Preferred Stock shall
		include the paid in kind dividends thereon.
	●	Ticketmaster shall have the right at any time to issue preferred
		stock senior in preference to the Ticketmaster Series A Preferred
		Stock.
	●	Neither Executive nor the Azoff Family Trust shall transfer, sell,
		assign, exchange, pledge, encumber or otherwise dispose of (each,
		a “Transfer”) (1) any shares of the Ticketmaster Series A
		Preferred Stock (whether or not restricted), (2) any shares of
		restricted Ticketmaster Common Stock issued upon the conversion
		of the Ticketmaster Series A Preferred Stock or (3) any of the
		1,000,000 shares of restricted Ticketmaster Common Stock issued
		pursuant to this Agreement; provided, however, that (x) after the
		Ticketmaster Series A Preferred Stock has vested in accordance
		with the terms hereof, Executive or the Azoff Family Trust may
		pledge the Ticketmaster Series A Preferred Stock as collateral for a
		loan from a bona fide financial institution incurred to fund the
		payment of taxes due to the vesting of the restricted Ticketmaster
		Series A Preferred Stock and (y) the restriction on Transfers shall
		not apply to Ticketmaster Common Stock that has vested in
		accordance with the terms of this Agreement.
	●	The Ticketmaster Series A Preferred Stock issued pursuant to this
		Agreement shall be mandatorily redeemable by Ticketmaster at its
		liquidation preference on the fifth anniversary of the Effective Date
		(if not earlier converted or forfeited). Except as otherwise provided
		in this Agreement, the Ticketmaster Series A Preferred Stock
		issued pursuant to this Agreement and any shares of restricted
		Ticketmaster Common Stock issued upon conversion of the
		Ticketmaster Series A Preferred Stock issued pursuant to this
		Agreement will cliff vest on the five-year anniversary of the
		Effective Date, subject to Executive’s continued employment with
		FLMG or Ticketmaster as a senior executive officer through such
		five-year anniversary. Redemption payments with respect to the
		Ticketmaster Series A Preferred Stock issued pursuant to this
		Agreement will be made by Ticketmaster in cash.
	●	Except as otherwise provided in this Agreement, the 1,000,000
		shares of restricted Ticketmaster Common Stock issued pursuant
		to this Agreement will cliff vest on the five-year anniversary of the
		Effective Date, subject to Executive’s continued employment with
		FLMG or Ticketmaster as a senior executive officer through such
		five-year anniversary.
	●	Shares of restricted Ticketmaster Common Stock and restricted
		Ticketmaster Series A Preferred Stock issued pursuant to this
		Agreement shall be evidenced in book-entry registration or

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Term	Description
		issuance of one or more stock certificates. Any certificate issued in
		respect of such shares shall be registered in the name of the holder
		and shall bear the following legend: “The transferability of this
		certificate and the shares of stock represented hereby are subject
		to the terms and conditions (including forfeiture) of the
		Employment Agreement (the “Agreement”), dated October 22,
		2008, by and among Irving Azoff, Ticketmaster, and, solely for
		purposes of the sections of the Agreement entitled “FLMG Equity
		Cancellation; Ticketmaster Equity Grant” and “Miscellaneous,” the
		Azoff Family Trust of 1997, dated May 27, 1997, as amended.
		Copies of the Agreement are on file at the office of Ticketmaster,
		8800 Sunset Blvd., West Hollywood, CA 90069.” Ticketmaster may
		require that the certificates evidencing such shares be held in
		custody by Ticketmaster until the restrictions thereon shall have
		lapsed at which time such legend shall be removed.
	●	At Executive’s election, the Ticketmaster Series A Preferred Stock
		issued pursuant to this Agreement will be convertible at any time
		prior to redemption into shares of restricted Ticketmaster Common
		Stock based on a conversion price of $20/share of Ticketmaster
		Common Stock (subject to adjustment in accordance with the
		terms of the certificate of designations), and such shares of
		restricted Ticketmaster Common Stock shall vest on the date the
		Ticketmaster Series A Preferred Stock issued pursuant to this
		Agreement otherwise would have vested hereunder, subject to
		Executive’s continued employment with FLMG or Ticketmaster as a
		senior executive officer through the applicable vesting date.
	●	Executive shall have customary registration rights, such as demand
		rights, piggyback rights and S-3 registration rights, for shares of
		Ticketmaster Common Stock acquired upon conversion of the
		Ticketmaster Series A Preferred Stock issued pursuant to this
		Agreement and for the 1,000,000 shares of restricted Ticketmaster
		Common Stock issued pursuant to this Agreement.
	●	(1) the 1,000,000 shares of restricted Ticketmaster Common Stock
		issued pursuant to this Agreement, (2) the Ticketmaster Series A
		Preferred Stock issued pursuant to this Agreement and (3) any
		shares of restricted Ticketmaster Common Stock issued upon
		conversion of the Ticketmaster Series A Preferred Stock issued
		pursuant to this Agreement will become 100% vested upon a
		termination of Executive’s employment with both of FLMG and
		Ticketmaster without Cause or for Good Reason or due to death or
		Disability. For purposes of this provision, (x) with respect to a
		termination of employment with FLMG, “Cause,” “Good Reason”
		and “Disability” shall have the meanings set forth in the FLMG
		Employment Agreement, except that clause (G) of the definition of
		“Good Reason” shall not apply and (y) with respect to a
		termination of employment with Ticketmaster, “Cause” “Good
		Reason” and “Disability” shall have the meanings set forth in

-4-

Term	Description
		Exhibit A to this Agreement.
	●	If (1) all of the outstanding shares of Ticketmaster Common Stock
		are converted into cash, and (2) (x) shares of Ticketmaster Series
		A Preferred Stock issued pursuant to this Agreement, (y) the
		shares of restricted Ticketmaster Common Stock issued upon
		conversion of the Ticketmaster Series A Preferred Stock issued
		pursuant to this Agreement, or (z) the shares of restricted
		Ticketmaster Common Stock issued pursuant to this Agreement
		remain outstanding, Ticketmaster will cause to be placed in trust or
		escrow for the benefit of the holder of (i) the Ticketmaster Series A
		Preferred Stock issued pursuant to this Agreement, (ii) the shares
		of restricted Ticketmaster Common Stock issued upon conversion
		of the Ticketmaster Series A Preferred Stock issued pursuant to
		this Agreement or (iii) the shares of restricted Ticketmaster
		Common Stock issued pursuant to this Agreement, an amount in
		cash or government securities adequate to make payment to such
		holder when due in accordance with the terms and subject to the
		conditions of this Agreement.
	●	Upon any termination of Executive’s employment with both FLMG
		and Ticketmaster for Cause or by Executive without Good Reason,
		Executive shall forfeit (1) the Ticketmaster Series A Preferred
		Stock issued pursuant to this Agreement, (2) any shares of
		restricted Ticketmaster Common Stock issued upon conversion of
		the Ticketmaster Series A Preferred Stock issued pursuant to this
		Agreement and (3) the 1,000,000 shares of restricted Ticketmaster
		Common Stock issued pursuant to this Agreement. For purposes of
		this provision, (x) with respect to a termination of employment
		with FLMG, “Cause,” and “Good Reason” shall have the meanings
		set forth in the FLMG Employment Agreement, except that clause
		(G) of the definition of “Good Reason” shall not apply and (y) with
		respect to a termination of employment with Ticketmaster, “Cause”
		and “Good Reason” shall have the meanings set forth in Exhibit A
		to this Agreement.
	●	The Ticketmaster Series A Preferred Stock shall vote on an as
		converted basis with the Ticketmaster Common Stock. The terms
		of the Ticketmaster Series A Preferred Stock will provide for
		customary equitable adjustments for recapitalizations, stock splits,
		stock dividends or other similar transactions. Ticketmaster will not
		amend the terms of the Ticketmaster Series A Preferred Stock in a
		manner adverse to the holder of such stock without such holder’s
		prior written consent.
	●	Executive has directed Ticketmaster to transfer or deliver to the
		Azoff Family Trust the shares of restricted Ticketmaster Series A
		Preferred Stock and restricted Ticketmaster Common Stock issued
		pursuant to this Agreement.

-5-

Term	Description
Option Grant	On the Effective Date, Ticketmaster shall grant to Executive an option (the
	“Stock Option”) to purchase 2,000,000 shares of Ticketmaster Common
	Stock. Executive shall have the right to exercise the Stock Option, to the
	extent vested, on a net basis pursuant to Section 5(g)(iii) of the
	Ticketmaster 2008 Stock and Annual Incentive Plan. The Stock Option
	shall have a per share exercise price of $20 and a ten-year term. Except
	as otherwise provided below, the Stock Option will be subject to the terms
	set forth in the Ticketmaster 2008 Stock and Annual Incentive Plan.
Standard	Except as otherwise provided in this Agreement, the Stock Option shall
Vesting	vest in equal annual installments over 4 years (25%/year commencing on
	the first anniversary of the Effective Date), subject to Executive’s
	continued employment with Ticketmaster through each vesting date.
Vesting	The Stock Option shall vest in full upon a termination of Executive’s
Upon	employment with Ticketmaster by Ticketmaster without “Cause” or a
Specified	termination of employment with Ticketmaster by Executive for “Good
Termination	Reason,” each as defined in Exhibit A to this Agreement. Executive shall
Events	forfeit any unvested portion of the Stock Option upon any other
	termination of employment with Ticketmaster.
Post-	●	In general, any vested portion of the Stock Option will remain
Termination		exercisable until the earlier of (1) expiration of the 10-year term of
Exercise		the Stock Option and (2) 90 days following Executive’s termination
Period		of employment with Ticketmaster.
	●	Upon a termination of Executive’s employment with Ticketmaster
		by Ticketmaster without “Cause” or a termination of employment
		with Ticketmaster by Executive for “Good Reason” (each as defined
		in Exhibit A to this Agreement), any vested portion of the Stock
		Option will remain exercisable until the earlier of (1) expiration of
		the 10-year term of the Stock Option and (2) the later of (x) one
		year following Executive’s termination of employment with
		Ticketmaster and (y) the two-year anniversary of the Effective
		Date.
CIC Vesting	Upon a “Change in Control” as such term is defined in the Ticketmaster
	2008 Stock and Annual Incentive Plan, the Stock Option shall vest in full.
Modified	The modified gross-up set forth in Section 5.1 of the Restricted Stock
Gross-Up	Award Agreement, dated as of June 8, 2007, by and between FLMG and
	Executive (the “FLMG Restricted Stock Award Agreement”), shall not
	apply to the Ticketmaster Series A Preferred Stock issued pursuant to this
	Agreement, any shares of Ticketmaster Common Stock issued upon
	conversion of the shares of Ticketmaster Series A Preferred Stock, the
	1,000,000 shares of restricted Ticketmaster Common Stock issued
	pursuant to this Agreement, the Stock Option or any other equity of
	Ticketmaster.

-6-

Term	Description
Certain	With respect to a termination of Executive’s employment with
Defined	Ticketmaster, “Cause,” “Good Reason” and “Disability” shall have the
Terms	meanings set forth in Exhibit A to this Agreement and Exhibit A to this
	Agreement shall be incorporated by reference into this Agreement as if
	fully set forth in this Agreement.
Restrictive	Executive shall be subject to the restrictive covenants set forth in Exhibit
Covenants	B to this Agreement and Exhibit B to this Agreement shall be
	incorporated by reference into this Agreement as if fully set forth in this
	Agreement.
Miscellaneous	●	Subject to, and simultaneously with, the occurrence of the
		Effective Date, the FLMG Restricted Stock Award Agreement and
		the FLMG Employment Agreement shall be amended as set forth on
		Exhibit C to this Agreement.
	●	Subject to, and simultaneously with, the occurrence of the
		Effective Date, the Second Amended and Restated Stockholders’
		Agreement of FLMG shall be amended as set forth on Exhibit D to
		this Agreement and the parties to this Agreement agree to abide
		by the terms set forth on Exhibit D to this Agreement upon the
		occurrence of the Effective Date.
	●	Prior to execution of this Agreement, Executive shall deliver to
		Ticketmaster a representation letter regarding the financial
		condition of FLMG.
	●	By virtue of Ticketmaster’s existing credit arrangements, upon
		consummation of the transactions contemplated by this
		Agreement, FLMG will become a guarantor of Ticketmaster’s debt
		and will be subject to any provisions therein that apply to
		Ticketmaster’s subsidiaries.
	●	Section 12 of the FLMG Employment Agreement (other than
		clauses (a), (b), (h) and (o)) is hereby incorporated into this
		Agreement by reference, and unless otherwise expressly specified
		in this Agreement, such provisions shall apply as if fully set forth in
		this Agreement, except that references in such Section 12 to the
		“Company” shall mean Ticketmaster and its successors and assigns
		and references in such Section 12 to the “Agreement” shall mean
		this Agreement. For purposes of paragraph (f) (“Set Off; No
		Mitigation”) of the FLMG Employment Agreement and the
		incorporation of such provision into this Agreement, the payments
		due under the FLMG Employment Agreement shall not be set off
		against payments due under this Agreement and the payments due
		under this Agreement shall not be set off against payments due
		under the FLMG Employment Agreement.
	●	Without limiting any of Executive’s rights to indemnification under
		Ticketmaster’s by-laws, certificate of incorporation, applicable law

-7-

Term	Description
	or otherwise, Ticketmaster shall indemnify, defend and hold
	Executive harmless for any claims, costs, liabilities, expenses and
	judgments (including without limitation reasonable attorney’s fees
	and costs) arising from, in connection with or as a result of any
	acts and omissions in Executive’s capacity as an officer, director
	and/or employee of Ticketmaster and/or any of its subsidiaries to
	the maximum extent permitted under applicable law, including the
	advancement of fees and expenses. The obligation set forth in the
	immediately preceding sentence shall survive the termination or
	expiration of Executive’s employment and this Agreement.
Governing	Except as set forth in the immediately succeeding sentence, this
Law	Agreement shall be governed by and construed in accordance with the
	laws of the State of California, without reference to principles of conflict of
	laws and the parties hereto irrevocably agree to submit to the jurisdiction
	and venue of the courts of the State of California, in any action or
	proceeding brought with respect to or in connection with this Agreement.
	The Second Amended and Restated Front Line Management Group, Inc.
	Stockholders’ Agreement, the Stock Option, the Ticketmaster Series A
	Preferred Stock and the shares of restricted Ticketmaster Common Stock
	granted pursuant to this Agreement shall be governed and construed in
	accordance with the laws of the State of Delaware, without reference to
	principles of conflicts of laws and the parties hereto irrevocably agree to
	submit to the jurisdiction and venue of the courts of the State of
	Delaware, in any action or proceeding brought with respect to or in
	connection with such matters.
Remedies	Executive expressly agrees and understands that the remedy at law for
for Breach	any breach by Executive of the provisions set forth in Exhibit B to this
	Agreement may be inadequate and that damages flowing from such
	breach are not usually susceptible to being measured in monetary terms.
	Accordingly, it is acknowledged that, upon Executive’s violation of any
	provision of Exhibit B to this Agreement, Ticketmaster shall be entitled to
	seek from any court of competent jurisdiction immediate injunctive relief,
	a temporary order restraining any threatened or further breach, as well as
	an equitable accounting of all profits or benefits arising out of such
	violation. Nothing shall be deemed to limit Ticketmaster’s remedies at law
	or in equity for any breach by Executive of any of the provisions of this
	Agreement, including Exhibit B to this Agreement, which may be pursued
	by or available to Ticketmaster.
Waiver;	Failure by any party to this Agreement to insist upon strict compliance
Modification	with any of the terms, covenants, or conditions hereof shall not be
	deemed a waiver of such term, covenant, or condition, nor shall any
	waiver or relinquishment of, or failure to insist upon strict compliance
	with, any right or power hereunder at any one or more times be deemed a
	waiver or relinquishment of such right or power at any other time or
	times. This Agreement shall not be modified in any respect except by a
	writing executed by Executive and Ticketmaster and, solely, to the extent
	that (1) the relevant modification affects the sections of the Agreement
	entitled “FLMG Equity Cancellation; Ticketmaster Equity Grant” or

-8-

Term	Description
	“Miscellaneous” and (2) the modification relates to or directly affects the
	Azoff Family Trust, the Azoff Family Trust.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

-9-

IN WITNESS WHEREOF, Ticketmaster has caused this Agreement to be executed and delivered by its duly authorized officer, Irving Azoff has executed and delivered this Agreement, and the Azoff Family Trust of 1997 has caused this Agreement to be executed and delivered by its duly authorized Co-Trustee, each as of the date first set forth above.

	TICKETMASTER
	/s/ Brian M. Regan
	Name:  Brian M. Regan
	Title:   EVP & CFO
	/s/ Irving Azoff
	IRVING AZOFF
	Solely for purposes of the sections of the
	Agreement entitled “FLMG Equity Cancellation;
	Ticketmaster Equity Grant” and “Miscellaneous”:
	AZOFF FAMILY TRUST OF 1997
	/s/ Irving Azoff
	Name: Irving Azoff
	Title: Co-Trustee
CONSENTED TO:
FRONT LINE MANAGEMENT GROUP, INC.
/s/ Colin Hedgson
Name:  Colin Hedgson
Title:   CFO

[SIGNATURE PAGE TO TICKETMASTER/AZOFF EMPLOYMENT AGREEMENT]

Exhibit A

Cause; Good Reason; Disability

Capitalized terms used in this Exhibit A that are not otherwise defined shall have the meanings ascribed to such terms in the Employment Agreement (the “Agreement”), dated October 22, 2008, by and among Irving Azoff (“Executive”), Ticketmaster (“Ticketmaster”), and, solely for purposes of the sections of the Agreement entitled “FLMG Equity Cancellation; Ticketmaster Equity Grant” and “Miscellaneous,” the Azoff Family Trust of 1997, dated May 27, 1997, as amended.

For purposes of the Agreement, the terms “Cause,” “Good Reason” and “Disability” shall have the meanings set forth below:

“Cause” means (A) the willful and continued failure of Executive to perform substantially his material duties with Ticketmaster (other than any such failure resulting from Executive’s incapacity due to physical or mental illness and shall not include a failure to achieve particular results or to perform at any particular level) after a written demand for performance is delivered to Executive by the Board which identifies the manner in which the Board believes that Execut ive has not performed Executive’s duties and Executive, after a period established by the Board and communicated in writing to Executive (which period may be no less than twenty (20) days), has failed to cure such failure, (B) the willful engaging by Executive in gross misconduct which is demonstrably and materially injurious to Ticketmaster or any material breach by Executive of his obligations under Exhibit B to the Agreement (if such breach continues uncured beyond a five (5) day period), (C) Executive’s conviction of, or pleading guilty or no lo contendere to, a felony, or (D) a material breach by Executive of a fiduciary duty. A termination of Executive’s employment for Cause shall not be effective unless and until Ticketmaster has delivered to Executive a copy of a resolution duly adopted by a majority of the Board (excluding Executive, if he is a member of the Board) stating that the Board has determined to terminate Executive’s employment for Cause; provided, however, that no such resolution shall be permitted to be adopted without Ticketmaster having afforded the Executive the opportunity to make a presentation to the Board and to answer any questions its members may ask him.

“Disability” means personal injury, illness or other cause which has rendered Executive unable to perform substantially his material duties and responsibilities under the Agreement for a period of one hundred twenty (120) consecutive days, or one hundred twenty (120) out of one hundred eighty (180) consecutive days, as determined jointly by a physician selected by Ticketmaster reasonably acceptable to Executive (or if he is incapacitated, his legal representative) and a physi cian selected by Executive (or if he is incapacitated, his legal representative) and reasonably acceptable to Ticketmaster. If such physicians cannot agree as to whether Executive has suffered a Disability, they shall jointly select a third physician who shall make such determination. The determination of Disability made in writing to Ticketmaster and Executive shall be final and conclusive for all purposes of the Agreement.

“Good Reason” means, without Executive’s express written consent:

(A) (x) a material and adverse change in Executive’s position(s), authority, duties, responsibilities (including reporting responsibilities) (excluding any change relating to Executive’s employment with FLMG), or (y) Executive no longer serving as Chief Executive Officer of Ticketmaster during the Term;

(B) any willful breach by Ticketmaster of any material obligation of Ticketmaster under the Agreement; or

(C) Ticketmaster requiring the Executive to be based other than at an office commensurate with the Executive’s current office or locating the headquarters of FLMG (or Executive’s principal place of business) somewhere other than Beverly Hills, California or West Los Angeles, California.

A termination of employment by Executive for Good Reason shall be effective only if Executive delivers to Ticketmaster a notice of termination for Good Reason within 60 days after learning of the circumstances constituting Good Reason. Executive shall be required to give Ticketmaster at least 30 days advance written notice of any resignation of Executive’s employment for Good Reason. Notwithstanding the foregoing, if within 30 days following Executive’s delivery of such notice of termination of employment for Good Reason, Ticketmaster has cured the circumstances giving rise to the Good Reason claim, then such notice of termination shall be ineffective and no Good Reason shall be deemed to exist.

A-2

Exhibit B

CONFIDENTIAL INFORMATION; NON-COMPETITION; NON-SOLICITATION; AND PROPRIETARY RIGHTS

Capitalized terms used in this Exhibit B that are not otherwise defined shall have the meanings ascribed to such terms in the Employment Agreement (the “Agreement”), dated October 22, 2008, by and among Irving Azoff (“Executive”), Ticketmaster (“Ticketmaster”), and, solely for purposes of the sections of the Agreement entitled “FLMG Equity Cancellation; Ticketmaster Equity Grant” and “Miscellaneous,” the Azoff Family Trust of 1997, dated May 27, 1997, as amended. For purposes of the covenants contained in this Exhibit B, for so long as FLMG is a majority-owned subsidiary of Ticketmaster, actions taken by Executive in furtherance of his duties with FLMG shall not be deemed a violation of such covenants. In consideration of the benefits provided to Executive under the Agreement:

(a) CONFIDENTIALITY. Executive acknowledges that, while employed by Ticketmaster, Executive will occupy a position of trust and confidence. Ticketmaster, its subsidiaries and/or affiliates may provide Executive with “Confidential Information” as referred to below. Executive shall not, except in connection with the good faith performance by Executive of his duties hereunder, as required by applicable law or in connection with the enforcement of his rights under this Agreement, without limitation in time, communicate, divulge, disseminate, disclose to others or otherwise use, any Confidential Information regarding Ticke tmaster and/or any of its subsidiaries and/or affiliates.

“Confidential Information” shall mean information about Ticketmaster or any of its subsidiaries or affiliates, and their respective businesses, employees, consultants, contractors, clients and customers that is not disclosed by Ticketmaster or any of its subsidiaries or affiliates for financial reporting purposes or otherwise generally made available to, or in the possession of, the public (other than by Executive’s breach of the terms hereof) and that was learned or dev eloped by Executive in the course of employment by Ticketmaster or any of its subsidiaries or affiliates, including (without limitation) any proprietary knowledge, trade secrets, data, formulae, information and client and customer lists and all papers, resumes, and records (including computer records) of the documents containing such Confidential Information. Notwithstanding the foregoing provisions, if Executive is required to disclose any such confidential or proprietary information pursuant to applicable law or a subpoena or court order, Executive shall promptly notify Ticketmaster of any such requirement so that Ticketmaster may seek an appropriate protective order or other appropriate remedy or waive compliance with the provisions hereof. Executive shall reasonably cooperate with Ticketmaster (at Ticketmaster’s sole expense) to obtain such a protective order or other remedy. If such order or other remedy is not obtained prior to the time Executive is required to make the disclosure, or Ticketmaster waives compliance with the provisions hereof, Executive shall be permitted to disclose only that portion of the confidential or proprietary information which he is advised by counsel that he is legally required to so disclose. Executive acknowledges that such Confidential Information is specialized, unique in nature and of great value to Ticketmaster and its subsidiaries or affiliates, and that such information gives Ticketmaster and its subsidiaries or affiliates a competitive advantage. Executive agrees to deliver or return to Ticketmaster, at Ticketmaster’s request at any time or upon termination or expiration of Executive’s employment with Ticketmaster or as soon thereafter as possible, all documents, computer tapes and disks, records, lists, data, drawings, prints, notes and written information (and all copies thereof) furnished by Ticketmaster and its subsidiaries or affiliates or prepared by Executive in the course of Executive’s employment by Ticketmaster and its subsidiaries or

affiliates, other than Executive’s personal files that do not contain Confidential Information and a copy of Executive’s rolodex. As used in this Agreement, “subsidiaries” and “affiliates” shall mean any company controlled by, controlling or under common control with Ticketmaster. A company, corporation, partnership, limited liability company, joint venture or other entity (“Person”) shall be deemed to “control” another Person if such Person owns, directly or indirectly, or controls the right to vote, more than 50% of the equity of such other Person.

(b) NON-SOLICITATION OF EMPLOYEES. Executive recognizes that he may possess Confidential Information about other employees, consultants and contractors of Ticketmaster and its subsidiaries or affiliates relating to their education, experience, skills, abilities, compensation and benefits, and inter-personal relationships with suppliers to and customers of Ticketmaster and its subsidiaries or affiliates. Executive recognizes that the information he possesses about these other employees, consultants and contractors is not generally known, may be of substantial value to Ticketmaster and its subsidiaries or affiliates in developing their respective businesses and in securing and retaining customers, and will be acquired by Executive because of Executive’s business position with Ticketmaster. Executive agrees that, during the twelve month period following his termination of employment with Ticketmaster for any reason (the “Restricted Period”), Executive will not, directly or indirectly, solicit or recruit any employee of (i) Ticketmaster and/or (ii) its subsidiaries and/or affiliates with whom Executive has had direct contact during his employment hereunder, in all cases, for the purpose of being employed by Executive or by any business, individual, partnership, firm, corporation or other entity on whose behalf Executive is acting as an agent, representative or employee and that Executive will not convey any such Confidential Information or trade secrets about employees of Ticke tmaster or any of its subsidiaries or affiliates to any other person except within the scope of Executive’s duties hereunder. Notwithstanding the foregoing, Executive is not precluded from soliciting any individual who (x) responds to any public advertisement or general solicitation; (y) has been terminated by Ticketmaster prior to the solicitation; or (z) was Executive’s personal assistant or secretary.

(c) NON-SOLICITATION OF CUSTOMERS. During the Restricted Period, Executive shall not, without the written consent of Ticketmaster, solicit, request or instruct, directly or indirectly, any venue, promoter, touring artist, team, league or any other party, in each case with respect to which Ticketmaster and or any of its subsidiaries or affiliates provided such party with services pursuant to a contractual relationship during the last twelve (12) months of the Term (collectively, the “Business Partners”) to use the services of any competitor of Ticketmaster in a manner that could reasonably be expected to result in the cessation or a material reduction in the amount of business between the Business Partners and Ticketmaster and/or any of its subsidiaries or affiliates. For the avoidance of doubt, Executive may solicit Business Partners during the Restricted Period with respect to transactions or matters that are not competitive with the business of Ticketmaster and/or any of its subsidiaries or affiliates without being in violation of this Section (c).

(d) PROPRIETARY RIGHTS; ASSIGNMENT. All Employee Developments (defined below) shall be considered works made for hire by Executive for Ticketmaster or, as applicable, its subsidiaries or affiliates, and Executive agrees that all rights of any kind in any Employee Developments belong exclusively to Ticketmaster. In order to permit Ticketmaster to exploit such Employee Developments, Executive shall promptly and fully report all such Employee Developments to Ticketmaster. Except in furtherance of his obligations as an employee of Ticketmaster, Executive shall not use or reproduce any portion of any record associated with any Emplo yee Development without prior written

B-2

consent of Ticketmaster or, as applicable, its subsidiaries or affiliates. Executive agrees that in the event actions of Executive are required to ensure that such rights belong to Ticketmaster under applicable laws, Executive will cooperate and take whatever such actions are reasonably requested by Ticketmaster, whether during or after the Term, and without the need for separate or additional compensation. “Employee Developments” means any idea, know-how, discovery, invention, design, method, technique, improvement, enhancement, development, computer program, machine, algorithm or other work of authorship, in each case, (i) that (A) concerns or relates to the actual or anticipated business, research or development activities, or operations of Ticketmaster or any of its subsidiaries or affi liates, or (B) results from or is suggested by any undertaking assigned to Executive or work performed by Executive for or on behalf of Ticketmaster or any of its subsidiaries or affiliates, whether created alone or with others, during or after working hours, or (C) uses, incorporates or is based on Ticketmaster equipment, supplies, facilities, trade secrets or inventions of any form or type, and (ii) that is developed, conceived or reduced to practice during the period that Executive is employed with Ticketmaster. All Confidential Information and all Employee Developments are and shall remain the sole property of Ticketmaster or any of its subsidiaries or affiliates. Executive shall acquire no proprietary interest in any Confidential Information or Employee Developments developed or acquired during the Term. To the extent Executive may, by operation of law or otherwise, acquire any right, title or interest in or to any Confidential Information or Employee Development, Executive hereby assigns and covenants to assign to Ticketmaster all such proprietary rights without the need for a separate writing or additional compensation. Executive shall, both during and after the Term, upon Ticketmaster’s request, promptly execute, acknowledge, and deliver to Ticketmaster all such assignments, confirmations of assignment, certificates, and instruments, and shall promptly perform such other acts, as Ticketmaster may from time to time in its discretion deem necessary or desirable to evidence, establish, maintain, perfect, enforce or defend Ticketmaster’s rights in Confidential Information and Employee Developments.

(e) COMPLIANCE WITH POLICIES AND PROCEDURES. During the period that Executive is employed with Ticketmaster hereunder, Executive shall adhere to the policies and standards of professionalism set forth in Ticketmaster’s Policies and Procedures applicable to all employees of Ticketmaster and its subsidiaries and/or affiliates as they may exist from time to time.

(f) SURVIVAL OF PROVISIONS. The obligations contained in this Exhibit B shall, to the extent provided in this Exhibit B, survive the termination or expiration of Executive’s employment with Ticketmaster and, as applicable, shall be fully enforceable thereafter in accordance with the terms of this Agreement. If it is determined by a court of competent jurisdiction that any restriction in this Exhibit B is excessive in duration or scope or is unreasonable or unenforceable under applicable law, it is the intention of the parties that such restriction may be modified or amended by the court to render it enforceable to the maximum extent permitted by applicable law.

B-3

Exhibit D

Amendments to FLMG Second Amended and Restated Stockholders Agreement

1.	For purposes of the definition of “Permitted Transferee,” Ticketmaster and/or one or more wholly owned subsidiaries of Ticketmaster (including, FLMG Holdings Corp.) shall collectively be a Permitted Transferee of MMI and WMG Church with respect to the transfer of all of the Shares held by MMI and WMG Church. For avoidance of doubt, upon becoming a Permitted Transferee of MMI and WMG Church, pursuant to the terms hereof, Ticketmaster and/or one or more of its wholly owned subsidiaries will succeed to and be bound by the rights and obligations of MMI and WMG Church under the Agreement.
2.	Azoff’s rights under Section 2.3(c) of the Agreement shall be subject to the terms of agreements binding upon or applicable to subsidiaries of Ticketmaster, including without limitation, the agreements and other instruments governing Ticketmaster’s existing financing arrangements (“Ticketmaster Debt Documents”).
3.	The exercisability of the Azoff Family Trust’s put right under Section 3.4(a)(i) of the Agreement and FLMG Holdings Corp.’s call right under Section 3.4(a)(ii) of the Agreement with respect to 50% of the Azoff Family Trust’s Shares (calculated after giving effect to the cancellation of Shares pursuant to the transactions in connection with which these amendments are being adopted) will be delayed until the fifth anniversary of the Effective Date (as defined in the Employment Agreement, dated October 22, 2008, by and between Irving Azoff, Ticketmaster, and, solely for purposes of the sections of the Agreement entitled “FLMG Equity Cancellation; Ticketmaster Equity Grant” and “Miscellaneous,” the Azoff Family Trust of 1997, dated May 27, 1997, as amended).
4.	The Company will become a guarantor under the Ticketmaster Debt Documents and will be subject to any provisions therein that apply to subsidiaries of Ticketmaster and FLMG
	Holdings Corp. will be required to pledge shares of the Company under the terms of the Ticketmaster Debt Documents. Dividends and distributions by the Company shall be subject to any restrictions on dividends and distributions by subsidiaries of Ticketmaster contained in the Ticketmaster Debt Documents in addition to the restrictions contained in Section 4.2 of the Agreement.
5.	Such other amendments contemplated by Section 6.2(a) of the Agreement to the extent necessary to permit the financial statements of the Company to be consolidated with those of Ticketmaster.

EX-10.3

Exhibit 10.3

EXECUTION VERSION

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT, dated as of May 11, 2007 (this “Agreement”), by and between Front Line Management Group, Inc. (the “Company”) and Irving Azoff (“Executive”).

WHEREAS, the Company is entering into that certain Stock Purchase Agreement, dated as of May 11, 2007 (“Stock Purchase Agreement”), pursuant to which, among other matters, IAC/InterActiveCorp will acquire a majority of the issued and outstanding shares of capital stock of the Company, including a portion of the shares held by Executive (the “Transaction”), such purchase to be effective as of the Closing (as such term is defined in the Stock Purchase Agreement); and

WHEREAS, as a condition to the parties’ willingness to enter into the Transaction, the Company requested, and Executive agreed, that the Stock Purchase Agreement shall incorporate by reference and extend the term of the non-competition and non-solicitation provisions with respect to Executive and the Company set forth in the “2004 Agreement” (as such term is defined in the Stock Purchase Agreement); and

WHEREAS, Executive desires to accept such employment and enter into such an agreement; and

In consideration of the premises and mutual covenants herein and for other good and valuable consideration, the parties agree as follows:

1.  Effectiveness; Term of Employment.

a.     Effectiveness.     This Agreement shall constitute a binding agreement between the parties as of the date hereof; provided, the operative provisions of this Agreement shall only become effective as of the Closing Date of the Transaction (such date being hereinafter referred to as the “Effective Date”). On the Effective Date, the employment agreement, dated December 31, 2004, between Executive and the Company (the “2004 Employment Agreement”), shall terminate and be of no further force and effect and shall be superseded by this Agreement in its e ntirety.

b.     Subject to the provisions of Section 8 of this Agreement, Executive shall be employed by the Company for the period commencing on the Effective Date and ending on the seventh anniversary of the Effective Date, subject to any applicable extension or early termination of this Agreement by Executive or the Company (“Employment Term”), on the terms and subject to the conditions set forth in this Agreement.

2.  Position.

a.     During the Employment Term, Executive shall serve as the Chief Executive Officer (“CEO”) of the Company. In such position, Executive shall have such duties

and authority as are customary for a chief executive officer and as shall be determined from time to time by the Board of Directors of the Company (the “Board”), and shall report to the Board.

b.     During the Employment Term, Executive will devote substantially all of Executive’s business time and best efforts to the performance of Executive’s duties hereunder and will not engage in any other business, profession or occupation, for compensation or otherwise, except as specifically provided in Section 9 hereof, which would conflict or interfere with the rendition of such services either directly or indirectly, without the prior written consent of the Board; provided, that nothing, herein shall preclude Executive from accepting appointment to, subject to the prior approval of the Board, or continuing to serve on any board of directors or trustees of any business corporation or any charitable organization; provided, in each case, and in the aggregate, that such activities do not conflict or interfere with the performance of Executive’s duties hereunder or conflict with Section 9.

3.  Base Salary. During the Employment Term, the Company shall pay Executive a base salary at the annual rate of Two Million Dollars ($2,000,000), payable in regular installments in accordance with the Company’s usual payment practices. Executive shall be entitled to such increases in Executive’s base salary, if any, as may be determined from time to time in the sole discretion of the Board. Executive’s annual base salary, as in effect from time to time, is hereinafter referred to as the “Base Salary.”

4.  Annual Bonus. With respect to each full fiscal year during the Employment Term, the Company shall pay Executive a bonus award at the annual rate of Two Million Dollars ($2,000,000) (the “Annual Bonus”), which shall be payable in full within ten (10) business days after the end of each such full fiscal year. With respect to the 2007 fiscal year, the Company shall pay a pro rated Annual Bonus based on the fraction of 2007 occurring after the Effective Date. The Company shall pay a pro rated bonus if required pursuant to Section 8(d) hereof.

5.  [Intentionally Omitted]

6.  Employee Benefits. During the Employment Term, Executive shall be entitled to participate in the Company’s employee benefit plans (other than annual bonus and incentive plans) and receive perquisites as in effect from time to time (collectively “Employee Benefits”), on the same basis as those benefits are generally made available to other senior executives of the Company, including a vacation policy substantially similar to that provided chief executive officers of similar businesses (as reasonably determined by the Board).

7.  Business Expenses. During the Employment Term, any and all business expenses incurred by Executive in the performance of Executive’s duties hereunder shall be reimbursed by the Company consistent with Company practices under the 2004 Employment Agreement, so long as such expenses do not constitute compensation to Executive under IRS or other applicable standards or regulations.

8.  Termination. The Employment Term and Executive’s employment hereunder may be terminated by either party only pursuant to the terms of this Agreement; provided that except as otherwise specified in this Section 8, Executive will be required to give the Company at least 60 days advance written notice of any resignation of Executive’s employment.

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Notwithstanding any other provision of this Agreement, the provisions of this Section 8 shall exclusively govern Executive’s rights upon termination of employment with the Company.

a.     By the Company For Cause.

(i)     The Employment Term and Executive’s employment hereunder may be terminated by the Company for Cause (as defined below).

(ii)     For purposes of this Agreement, “Cause” means (A) the willful and continued failure of Executive to perform substantially his material duties with the Company (other than any such failure resulting from Executive’s incapacity due to physical or mental illness and shall not include a failure to achieve particular results or to perform at any particular level) after a written demand for performance is delivered to Executive by the Board which identifies the manner in which the Board believes that Executive has not performed Executive’s duties and Executive, after a period established by the Board and communicated in writing to Executive (which period may be no less than twenty (20) days), has failed to cure such failure, (B) the willful engaging by Executive in gross misconduct which is demonstrably and materially injurious to the Company or any material breach by Executive of his Non-Solicitation or Non-Competition obligations either under Section 9 of this Agreement or under the 2004 Agreement (the duration of which has been extended as provided in the Stock Purchase Agreement) (if such breach continues beyond a five (5) day cure period), (C) Executive’s conviction of, or pleading guilty to, a felony involving moral turpitude or dishonesty, or (D) a material breach by Executive of a fiduciary duty. A termination of Executive by the Company for Cause shall not be effective unless and until the Company has delivered to Executive, along with a Notice of Termination (as defined in Section 8(e)), a copy of a resolution duly adopted by a majority of the Board (excluding Executive, if he is a member of the Board) stating that the Board has determined to terminate Executive for Cause; provided, however, that no such resolution shall be permitted to be adopted without the Company having afforded the Executive the opportunity to make a presentation to the Board and to answer any questions its members may ask him.

(iii)     For purposes of this Agreement, (A) “Affiliate” means any individual, corporation, partnership, limited liability company, association, trust or other entity or organization that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with such person, where “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of the Company, whether through the ownership of voting securities, by contract, as trustee or executor, or otherwise, and, with respect to any individual, any relative or spouse of such person, or any relative of such spouse, who has the same home as such person; and (B) “Subsidiary” means (x) any corporation more than fifty percent (50%) of whose stock of any class or classes having by the terms thereof ordinary voting power to elect a majority of the directors of such corporation (irrespective of whether or not at the time stock of any class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) is at the time owned by the Company and/or one or more Subsidiaries of the Company and (y) any partnership, limited liability company, association, joint venture or other entity in which the Company and/or one or more Subsidiaries of the Company has more than a fifty percent (50%) equity interest or the right to control the management of such entity.

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(iv)     If Executive’s employment is terminated by the Company for Cause, Executive shall be entitled to receive:

(A)     the Base Salary through the date of termination;

(B)     any Annual Bonus earned but unpaid as of the date of termination for any previously completed fiscal year;

(C)     reimbursement for any unreimbursed business expenses properly incurred by Executive in accordance with Company policy prior to the date of Executive’s termination; and

            (D)     such Employee Benefits, if any, as to which Executive may be entitled under the employee benefit plans of the Company (the amounts described in clauses (A) through (D) hereof being referred to as the “Accrued Rights”).

Following such termination of Executive’s employment by the Company for Cause, except as set forth in this Section 8(a)(iv), Executive shall have no further rights to any compensation or any other benefits under this Agreement.

b.     Disability or Death.

(i)     The Employment Term and Executive’s employment hereunder shall terminate upon Executive’s death and may be terminated by the Company if Executive suffers a Disability. For purposes of this Agreement, “Disability” means personal injury, illness or other cause which has rendered Executive unable to perform substantially his material duties and responsibilities hereunder for a period of one hundred twenty (120) consecutive days, or one hundred twenty (120) out of one hundred eighty (180) consecutive days, as determined jointly by a physician selected by the Company reasonably acceptable to Executive (or, if he is incapacitated, his legal representative) and a physician selected by Executive (or, if he is incapacitated, his legal representative) and reasonably acceptable to the Company. If such physicians cannot agree as to whether Executive has suffered a Disability, they shall jointly select a third physician who shall make such determination. The determination of Disability made in writing to the Company and Executive shall be final and conclusive for all purposes of the Agreement.

(ii)     Upon termination of Executive’s employment hereunder for either Disability or death, Executive or Executive’s estate (as the case may be) shall be entitled to receive:

(A)     the Accrued Rights;

(B)     a pro rata portion of the Annual Bonus that Executive would have been entitled to receive pursuant to Section 4 hereof in such year based upon the percentage of the fiscal year that shall have elapsed through the date of Executive’s termination of employment, payable when such Annual Bonus would have otherwise been payable had Executive’s employment not terminated; and

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            (C)     (I) in the event of termination on account of death, a lump sum payment equal to one year’s Base Salary; and

                      (II) in the event of termination on account of Disability, subject to Executive’s continued compliance with the provisions of Sections 9 and 10, continued payment of the Base Salary and provision of medical benefits on the same basis as provided prior to such termination for twelve months after the date of such termination.

Following Executive’s termination of employment due to death or Disability, except as set forth in this Section 8(b)(ii), Executive shall have no further rights to any compensation or any other benefits under this Agreement.

c.     Resignation by Executive for Good Reason.

(i)     The Employment Term and Executive’s employment hereunder may be terminated by Executive’s resignation for Good Reason.

(ii)     For purposes of this Agreement, “Good Reason” means, without Executive’s express written consent:

            (A)     (x)  a change in the position(s), authority, duties, responsibilities (including reporting responsibilities) or status of the Executive with the Company and its Subsidiaries that is inconsistent in any material and adverse respect with the Executive’s position(s), authority, duties, responsibilities or status with the Company and its Subsidiaries immediately after the Closing of the Transaction, or (y) an adverse change in the Executive’s title or offices, including but not limited to the Executive no longer serving as Chief Executive Officer of the Company during the Employment Term;

(B)     any reduction in salary not agreed to by Executive;

(C)     any willful breach by the Company of any other material obligation of the Company under this Agreement;

(D)     the Company requiring Executive to be based other than at an office commensurate with the Executive’s current office or locating the headquarters of the Company (or Executive’s principal place of business) somewhere other than Beverly Hills, California or West Los Angeles, California;

(E)     any purported termination by the Company of Executive’s employment otherwise than as permitted by this Agreement, it being understood that any such purported termination shall not be effective for any purpose of this Agreement;

(F)     any material breach of Article 3 of that Stockholders’ Agreement, dated as of even date herewith, by and among the Company, the Executive or his Affiliate and the other parties thereto (the “Stockholders Agreement”) by any

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stockholder(s) of the Company (other than Executive) owning, in the aggregate, a majority of the voting securities of the Company, provided that such breach, following notice and a reasonable opportunity to cure, results in a material and continuing diminution in Executive’s ability to influence the affairs of the Company or, if not continuing, results in demonstrable and material injury to Executive; or     

            (G)     any material breach of Section 4.4 of the Stockholders Agreement by any stockholder of the Company, which such breach is not cured (by the breaching stockholder or otherwise) within a reasonable period of time after receiving notice of such breach.

A termination by Executive with Good Reason shall be effective only if Executive delivers to the Company a Notice of Termination for Good Reason within 60 days after learning of the circumstances constituting Good Reason. Executive will be required to give the Company at least 30 days advance written notice of any resignation of Executive’s employment with Good Reason. Notwithstanding the above, if such Notice of Termination describes, as Good Reason, only one or more of the circumstances described in clause (A), (B), (C), (D), (F) and (G), and, within 30 days following the delivery of such Notice of Termination, the Company has cured such circumstances, then such Notice of Termination shall be ineffective and no Good Reason shall be deemed to exist.

(iii)     If Executive resigns for Good Reason, Executive shall be entitled to receive:

            (A)     the Accrued Rights; and

            (B)     subject to Executive’s continued compliance with the 2004 Agreement (the duration of which has been extended as provided in the Stock Purchase Agreement), continued payment of the Base Salary and Annual Bonus and provision of medical benefits on the same basis as provided prior to such termination until the expiration of the Employment Term as if such termination had not occurred.

Following Executive’s termination of employment by Executive’s resignation for Good Reason, except as set forth in this Section 8(c), Executive shall have no further rights to any compensation or any other benefits under this Agreement.

(iv)    Notwithstanding anything to the contrary provided in this Agreement, if Executive resigns with Good Reason, Executive shall thereupon and thereafter no longer be subject to the provisions of Section 9 of this Agreement; provided however, that the foregoing shall not affect Executive’s obligations under the 2004 Agreement (the duration of which has been extended as provided in the Stock Purchase Agreement).

d.     Expiration of Employment Term.

(i)      Expiration of the Employment Term. Unless Executive’s employment is earlier terminated pursuant to paragraphs (a), (b) or (c) of this Section 8, the termination of Executive’s employment hereunder (whether or not Executive continues as an

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employee of the Company thereafter) shall be deemed to occur on the close of business on the last day of the Employment Term and Executive shall be entitled to receive

            (A)     the Accrued Rights (as defined in paragraphs (a) of this Section 8) and

(B)     if the last day of the Employment Term occurs on or after March 31 of any fiscal year, a pro rata portion of the Annual Bonus that Executive would have been entitled to receive pursuant to Section 4 hereof in such year based upon the percentage of the fiscal year that shall have elapsed through the date of Executive’s termination of employment, payable when such Annual Bonus would have otherwise been payable had Executive’s employment not terminated.

Following termination of Executive’s employment hereunder as a result of the expiration of the Employment Term; except as set forth in this Section 8(d)(i), Executive shall have no further rights to any compensation or any other benefits under this Agreement.

(ii)     Continued Employment Beyond the Expiration of the Employment Term. Unless the parties otherwise agree in writing, continuation of Executive’s employment with the Company beyond the expiration of the Employment Term shall be deemed an employment at-will and shall not be deemed to extend any of the provisions of this Agreement and Executive’s employment may thereafter be terminated at will by either Executive or the Company; provided, that the provisions of Sections 9, 10 and 11 of this Agreement shall survive any termination of this Agreement or Executive’s termination of employm ent hereunder.

e.     Notice of Termination. Any purported termination of employment by the Company or by Executive (other than due to Executive’s death) shall be communicated by written Notice of Termination to the other party hereto in accordance with Section 12(h) hereof. For purposes of this Agreement, a “Notice of Termination” shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of employment under the provision so indicated.

f.     Limits on Termination Rights. The Company may not terminate the Employment Tenn or the Executive’s employment hereunder without Cause. Executive may not terminate the Employment Term or the Executive’s employment hereunder without Good Reason.

9.     Non-Competition; Non-Solicitation. Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and its Affiliates and accordingly agrees, as a condition of employment and as a condition to the parties entering into the Transaction, to the non-competition and non-solicitation provisions contained in the 2004 Agreement (the duration of which has been extended as provided in the Stock Purchase Agreement), which are hereby incorporated herein by reference, during the Employment Term and as otherwise stated in the 2004 Agreement and the Stock Purchase Agreement.

a.     Notwithstanding and in addition to the above, during the Employment Term and during any period thereafter during which Executive is continuing to

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receive payments of Base Salary and/or an Annual Bonus (provided, that in no event shall such period after the Employment Term during which Executive is subject to the restrictions in this Section 9 exceed the later of the seventh anniversary of the Effective Date and one year following the termination of Executive’s employment with the Company), Executive shall not, directly or indirectly, for the purpose of conducting or engaging in the Music Business (as defined in the Stock Purchase Agreement):

(i)     call upon, solicit, advise, sign, hire, interfere with, or otherwise do, or attempt to do, business with any Artist (as defined in the Stock Purchase Agreement) or other talent or employee of the Company or any Of its Subsidiaries, except on behalf of the Company and its Affiliates (other than Executive’s secretary, only if such person is only responsible for standard-secretarial duties);

(ii)      take away or interfere or attempt to interfere with any custom, trade, business or patronage of the Company or any of its Subsidiaries; or

(iii)     induce or attempt to induce any person referenced and not excluded in this Section 9(a) under a written or oral agreement to leave the employ of, or violate the terms of their contracts or employment arrangements with, the Company or any of its Subsidiaries; or

(iv)     engage in any similar activity that is competitive with the Company or any of its businesses with respect to the Music Business;

provided, that Executive’s investment in TBA Global Events LLC shall not be deemed a violation of this Section 9(a) so long as it does not materially interfere with the performance of his duties hereunder.

b.     It is expressly understood and agreed that although Executive and the Company consider the non-competition and non-solicitation restrictions contained herein or contained in the 2004 Agreement, as incorporated by reference herein, to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction in that regard is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any such restriction incorporated by reference in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, s uch finding shall not affect the enforceability of any of the other restrictions contained herein.

c.     The provisions of this Section 9 shall survive the termination of Executive’s employment for any reason.

10.  Confidentiality; Intellectual Property.

a.     Confidentiality.

(i)     Executive will not at any time (whether during or after Executive’s employment with the Company), except as necessary for the conduct of the Company’s affairs in

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the ordinary course of business consistent with past practices of the Company and its Subsidiaries, (A) retain or use for the benefit, purposes or account of Executive or any other Person; or (B) disclose, divulge, reveal, communicate, share, transfer or provide access to any Person outside the Company (other than its professional advisers who are bound by confidentiality obligations), any non-public, proprietary or confidential information (including the existence or terms of any contract) concerning the past, current or future business, activities and operations of the Company, its Subsidiaries or Affiliates and/or any client of the Company or any other third party that has disclosed or provided, any of same to the Company on a confidential basis (“Confidential Information”) without the prior written authorization of the Board.

(ii)     “Confidential Information” shall not include any information that is (A) generally known to the industry or the public other than as a result of Executive’s breach of this covenant; (B) made legitimately available to Executive by a third party without breach of any confidentiality obligation; (C) independently developed by Executive following Executive’s termination of employment by the Company and without reference to Confidential Information or which contains only the names and contact information for any individual or business; or (D) required by law to be disclosed; provided, that Executive shall give prompt written notice to the Company of such requirement, disclose no more information than is so required , and cooperate with any attempts by the Company to obtain a protective order or similar treatment.

(iii)     Except as required by law, Executive will not disclose to anyone, other than Executive’s immediate family and legal or financial advisors, the existence or contents of this Agreement; provided, that Executive may disclose-to any prospective future employer the provisions of Sections 9 and 10 of this Agreement provided they agree to maintain the confidentiality of such terms.

(iv)     Upon termination of Executive s employment with the Company for any reason, Executive shall (A) cease, and not thereafter commence, use of any Confidential Information owned or used by the Company or its Subsidiaries; (B) immediately destroy, delete, or return to the Company, at the Company’s option, all originals and copies in any form or medium (including memoranda, books, papers, plans, computer files, letters and other data) in Executive’s possession or control (including any of the foregoing stored or located in Executive’s office, home, laptop or other computer, whether or not Company property) that contain Confidential Information or otherwise relate to the business of the Company and its Subsidiaries, except that Executive may retain only those portions of any personal notes, notebooks and diaries that do not contain any Confidential Information and the Execut ive’s personal compensation statements; and (C) notify and fully cooperate with the Company regarding the delivery or destruction of any other Confidential Information of which Executive is or becomes aware.

(v)     Executive shall not improperly use for the benefit of, bring to any premises of, divulge, disclose, communicate, reveal, transfer or provide access to, or share with the Company any confidential, proprietary or non-public information or intellectual property relating to a former employer or other third party without the prior written permission of such third party. Executive hereby indemnifies, holds harmless and agrees to defend the Company

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and its officers, directors, partners, employees, agents and representatives from any breach of the foregoing covenant.

(vi)     Executive shall be free to use, but may not disclose in any manner per this Section 10(a), information in intangible form retained in the memory of Executive, including, without limitation ideas, concepts, know-how or techniques, for any purpose.

b.     Intellectual Property.

(i)     If Executive has created, invented, designed, developed, contributed to or improved any works of authorship, inventions, intellectual property, materials, documents or other work product (including without limitation, research, reports, software, databases, systems, applications, presentations, textual works, content, or audiovisual materials) related to the Music Management Business (as such term is defined in the Stock Purchase Agreement), including, without limitation, the music services business (“Works”), either alone or with third parties, prior to Executive’s employment by the Company, that are relevant to such employment (“Prior Works”), Executive hereby grants the Company a perpetual, non-exclusive, royalty-free, worldwide, assignable, sublicensable license under all rights and intellectual property rights (including rights under patent, industrial p roperty, copyright, trademark, trade secret, unfair competition and related laws) therein for all purposes in connection with the Company’s current and future business

(ii)     If Executive creates, invents, designs, develops, contributes to or improves any Works, either alone or with third parties, at any time during Executive’s employment by the Company and within the scope of such employment and/or with the use of any the Company resources (“Company Works”), Executive shall promptly and fully disclose same to the Company and hereby irrevocably assigns, transfers and conveys, to the maximum extent permitted by applicable law, all rights and intellectual property rights therein (including rights under patent, industrial property, copyright, trademark, trade secret, unfair competition and related laws) to the Company to the extent ownership of any such rights does not vest originally in the Company.

(iii)     Executive shall take all reasonably requested actions and execute all reasonably requested documents (including any licenses or assignments required by a government contract) at the Company’s expense (but without further remuneration) to assist the Company in validating, maintaining, protecting, enforcing, perfecting, recording, patenting or registering any of the Company’s rights in the Prior Works and Company Works. If the Company is unable for any other reason to secure Executive’s signature on any document for this purpose, then Executive hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Executive’s agent and attorney in fact, to act for and in Executive’s behalf and stead to execute any documents and to do all other lawfully permitted acts in connection with the foregoing.

c.     The provisions of this Section 10 shall survive the termination of Executive’s employment for any reason.

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 11.  Specific Performance. Executive acknowledges and agrees that the Company’s remedies at law for a breach or threatened breach of any of the provisions of Section 9 or Section 10 would be inadequate and the Company would suffer irreparable damages as a result of such breach or threatened breach. In recognition of this fact, Executive agrees that, in the event of such a breach or threatened breach, in addition to any remedies at law, the Company, without posting any bond, shall be entitled to cease making any payments or providing any benefit otherwise required by this Agreement and obtain equitable relief in the form of specific performance, temporary restraining order, temporary or permanent injunction or any other equitable remedy which may then be available.

12.  Miscellaneous.

a.     Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to conflicts of laws principles thereof.

b.     Entire Agreement/Amendments. This Agreement contains the entire understanding of the parties with respect to the employment of Executive by the Company. There are no restrictions, agreements, promises, warranties, covenants or undertakings between the parties with respect to the subject matter herein other than those expressly set forth herein. This Agreement may not be altered, modified, or amended except by written instrument signed by the parties hereto.

c.     No Waiver. The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver of such party’s rights or deprive such party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.

d.     Severability. In the event that any one or more of the provisions of this Agreement shall be or become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions of this Agreement shall not be affected thereby.

e.     Assignment. This Agreement, and all of Executive’s rights and duties hereunder, shall not be assignable or delegable by Executive. Any purported assignment or delegation by Executive in violation of the foregoing shall be null and void ab initio and of no force and effect. This Agreement may be assigned by the Company to a person or entity that is an Affiliate or a successor in interest to substantially all of the business operations of the Company. Upon such assignment, the rights and obligations of the Company hereunder shall become the rights and obligations of such Affiliate or successor person or entity.

f.     Set Off; No Mitigation. The Company’s obligation to pay Executive the amounts provided and to make the arrangements provided hereunder shall be subject to set-off, counterclaim or recoupment of amounts owed by Executive to the Company or its Subsidiaries. In the event of a termination of employment requiring the Company to make payments to Executive, any such payments shall be offset by amounts, if any, earned by Executive through other professional activities during the period commencing on such

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termination of employment and ending on the seventh anniversary of the Effective Date, provided Executive shall not be required to seek alternate employment.

g.     Successors; Binding Agreement. This Agreement shall inure to the benefit of and be binding upon personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.

h.     Notice. For the purpose of this Agreement, notices and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered by hand or overnight courier or three days after it has been mailed by United States registered mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth below in this Agreement, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon receipt.

If to the Company:

Front Line Management Group, Inc.
1100 Glendon Avenue
Los Angeles, California 90024
Facsimile: (310) 209-3139
Attention: Chief Financial Officer


With a copy to:

IAC/InterActiveCorp
555 West 18^th Street
New York, NY 10011
Facsimile: 212 632-9642
Attention: General Counsel


If to Executive:

To the most recent address of Executive set forth in the personnel records of the Company.

     i.     Conflicts of Interest. In light of the fact that Affiliates and/or stockholders of the Company frequently enter into agreements with recording artists, songwriters and others who could potentially be represented by the Company, each party to this Agreement acknowledges that it is the intent of the parties that, in any situation in which the interests of the Company and/or any of its Artists are or may be adverse to the interests of such Affiliates and/or stockholders, Executive is to act solely in the interests of the Company and its Artists, and that Executive has no duty whatsoever to act in the interests of any such Affiliates and/or stockholders (except for the Company). Executive further agrees to work w ith the Company to establish and maintain such procedures as are necessary to mitigate any conflict of interest.

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j.     Executive Representation. Executive hereby represents to the Company that the execution and delivery of this Agreement by Executive and the Company and the performance by Executive of Executive’s duties hereunder shall not constitute a breach of, or otherwise contravene, the terms of any employment agreement or other agreement or policy to which Executive is a party or otherwise bound.

k.     Prior Agreements. This Agreement supersedes all prior agreements and understandings (including verbal agreements) between Executive and the Company and/or its Subsidiaries and/or Affiliates regarding the terms and conditions of Executive’s employment with the Company.

l.     Cooperation. Executive shall provide Executive’s reasonable cooperation in connection with any action or proceeding (or any appeal from any action or proceeding) that relates to events occurring during Executive’s employment hereunder. This provision shall survive any termination of this Agreement.

m.     Withholding Taxes. The Company may withhold from any amounts payable under this Agreement such Federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation.

n.     Counterparts. This Agreement shall be executed using separate signature pages for each signatory, and may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

o.     Shareholder Approval. This Agreement shall be subject to, and shall only be effective following, the approval of the Company’s shareholders as of the date hereof who owned, as of the date hereof, more than seventy five percent (75%) of the voting power of all outstanding stock of the Company, determined and obtained in a manner consistent with the methodology described in proposed Treasury Regulation Section 1.280G -1. Such shareholder approval shall be effective and deemed obtained upon execution of the Stock Purchase Agreement, to which this Agreement has been annexed, by all parties thereto.

[signature pages to follow]

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IN WITNESS WHEREOF, Front Line Management Group, Inc, has duly executed this Agreement as of the day and year first above written.

FRONT LINE MANAGEMENT GROUP, INC.

/s/ Colin Hodgson

By: Colin Hodgson              
Title: Chief Financial Officer   

IN WITNESS WHEREOF, Executive has duly executed this Agreement as of the day and year first above written.

/s/ Irving Azoff                               
IRVING AZOFF

EX-10.4

Exhibit 10.4

RESTRICTED STOCK AWARD AGREEMENT, dated as of June 8, 2007 (this “Agreement”), by and between FRONT LINE MANAGEMENT GROUP, INC. (the “Company”) and IRVING AZOFF (the “Stockholder”).

INTRODUCTION

The Company, IAC/InterActiveCorp, a Delaware corporation (“IAC”), and certain selling stockholders are parties to that certain Stock Purchase Agreement, dated of May 11, 2007 (the “Stock Purchase Agreement”), pursuant to which IAC has agreed to acquire a majority of the issued and outstanding shares of capital stock of the Company.

Contemporaneous with the execution of the Stock Purchase Agreement, (i) the Company and the Stockholder entered into that certain Employment Agreement (the “Azoff Employment Agreement”), which sets forth the terms and conditions of Azoff s employment with the Company and (ii) the Company, the Azoff Family Trust of 1997 (the “Azoff Trust”) and IAC entered into that certain Stockholders Agreement setting forth, among other things, the rights of the stockholders of the Company with respect to the ownership and transfer of shares of capital stock of the Company (the “Stockholders Agreement”).

Immediately following the consummation of the transactions contemplated by the Stock Purchase Agreement, the Company intends to effect a recapitalization of its outstanding capital stock pursuant to that certain Recapitalization Agreement, dated as of even date herewith (the “Recapitalization”).

In connection with the consummation of the transactions contemplated by the Stock Purchase Agreement and subject to the terms and conditions set forth herein, the Company has agreed to grant to the Stockholder 41,294.236 restricted shares of Company’s Common Stock, par value $0.01 per share (the “Restricted Common Stock”), such grant to take place immediately following consummation of the Recapitalization.

NOW THEREFORE, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Definitions. For purposes of this Agreement, the following terms shall have the definitions set forth below:

“Affiliate” has the meaning ascribed to such term in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended.

“Cause” shall have the meaning provided in the Azoff Employment Agreement.

“Closing Date” shall have the meaning provided in the Stock Purchase Agreement.

“Disability” shall have the meaning provided in the Azoff Employment Agreement.

“Good Reason” shall have the meaning provided in the Azoff Employment Agreement.

“Shares” shall mean the shares of Restricted Common Stock granted hereunder.

“Termination of Employment” shall mean Stockholder’s separation from service with the Company and all of its subsidiaries.

ARTICLE II

GRANT OF RESTRICTED COMMON STOCK

2.1     Grant of Restricted Common Stock. Subject to the terms and conditions set forth in this Agreement and to the Stockholder being actively employed by the Company at such time, immediately following consummation of the Recapitalization, the Company shall grant to the Stockholder 41,294.236 shares of Restricted Common Stock (the date on which such award occurs, the “Grant Date”).

2.2     Vesting.

(a)     General. Subject to the terms and conditions of this Agreement, the Shares shall vest and no longer be subject to forfeiture on the fifth anniversary of the Closing Date (such date, the “Vesting Date”), provided that the Stockholder remains actively employed by the Company or one of its subsidiaries on the Vesting Date.

(b)     Termination without Cause or Resignation for Good Reason. Notwithstanding the provisions of Section 2.2(a), in the event the Stockholder suffers a Termination of Employment (x) by the Company without Cause or (y) by the Stockholder for Good Reason, then the Shares shall become 100% vested and no longer subject to forfeiture upon such Termination of Employment.

(c)     Death or Disability. Notwithstanding the provisions of Section 2.2(a), in the event the Stockholder suffers a Termination of Employment by reason of his death or Disability , then the Shares shall become 100% vested and no longer subject to forfeiture on upon such Termination of Employment.

(d)     Other. If the Stockholder suffers a Termination of Employment prior to the Vesting Date for any reason other than as set forth in Section 2.2(b) or (c) above, all unvested Shares shall be forfeited by the Stockholder effective immediately upon such Termination of Employment.

(f)     No Rights to Employment. Nothing in this Agreement shall confer upon the Stockholder any right to continue in the employ of the Company or any of its Affiliates or interfere in any way with the right of the Company or any such Affiliates to terminate the Stockholder’s employment pursuant to the terms of the Azoff Employment Agreement, and nothing contained herein shall be deemed a waiver or modification of any provision contained in any other agreement between the Stockholder and the Company or its subsidiaries or Affiliates.

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2.3     Rights of Shares. Notwithstanding the fact the Vesting Date has not yet occurred, so long as the Shares have not been forfeited by the Stockholder (i) the Stockholder shall be permitted to exercise the voting rights of such Shares and (ii) the Stockholder shall be entitled to receive any dividends or distributions that may be declared and paid on such Shares, in the case of (i) and (ii) as though the Shares were fully vested.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

3.1     Representations and Warranties of the Stockholder. The Stockholder hereby represents and warrants to the Company as follows as of the date hereof:

(a)     Accredited Investor. The Stockholder is an ‘accredited investor’ as such term is defined in Rule 501 of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”).

(b)     Holding for Own Account. The Stockholder is acquiring the Shares for investment and not with a view toward or for sale or in connection with any distribution thereof, or with any present intention of distributing or selling the Shares.

(c)     Unregistered Shares. The Stockholder understands that (i) the Shares have not been registered under the Securities Act, or the securities laws of any state or other jurisdiction in reliance upon exemptions from such registration requirements for non-public offerings; (ii) the Shares may not be sold, pledged or otherwise transferred except pursuant to effective registrations or qualifications relating thereto under the Securities Act and applicable state securities or blue sky laws or pursuant to an exemption therefrom; and (iii) the Company is not under any obligation to register or caused to be registered the Shares under the Securities Act or any state securities laws, or to take any action to make any exemption from any such registra tion provisions available.

(d)     Stockholder’s Business Experience. The Stockholder (i) has such knowledge and experience in financial and business matters so that he is capable of evaluating, and has evaluated, the relative merits and risks of purchasing the Shares and (ii) has adequate means of providing for his current economic needs and possible personal contingencies, has no need for liquidity in his investment in the Shares and is able financially to bear the risks of such investment.

(e)     Availability of Information; Opportunity to Ask Questions.

                    (i)     The Stockholder acknowledges that all documents, records and books pertaining to his investment in the Company and that have been requested by him have been made available or delivered to him, to the extent that the Company possesses such information without unreasonable efforts or expense.

(ii)     The Stockholder is an officer of the Company. In addition, the Stockholder has had the opportunity to discuss the Company’s business, management and financial affairs with management of the Company and to ask questions of and receive

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answers from the Company, or a person or persons acting on behalf of the Company, concerning the business (both current and proposed) of the Company. The Stockholder acknowledges that all such questions, if any, have been answered to the full satisfaction of the Stockholder and that he has received all information about the Company which he desires, including information which the Stockholder deems necessary to verify the accuracy of information the Company has furnished to him.

(f)     Power and Authority; Binding Agreement. The Stockholder has all requisite legal capacity to enter into this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Stockholder and this Agreement constitutes the legal, valid and binding obligation of the Stockholder, enforceable against him in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting creditors’ rights generally and except insofar as the availability of equitable remedies may be limited by applicable law. The execution, delivery and performance of this Agreement by the Stockholder does not and shall not c onflict with, violate or cause a breach of any agreement, contract or instrument to which the Stockholder is a party or any judgment, order or decree to which he is subject.

3.2     Representations and Warranties the Company. The Company represents and warrants to the Stockholder as follows:

(a)     Capitalization. Immediately after giving effect to the Recapitalization, the authorized capital stock of the Company will consist of (i) 200,000 shares of Common Stock and (ii) 200,000 shares of preferred stock, par value $0.01 per share, of which 80,000 shares shall have been designated as Series C Redeemable Preferred Stock. The rights, powers and preferences of the Common Stock and the Preferred Stock shall be as set forth in the Second Amended and Restated Certificate of Incorporation of the Company (the “Certificate of Incorporation”).

(b)     Power and Authority; Binding Agreement. The Company has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and this Agreement constitutes the legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting creditors’ rights generally and except insofar as the availability of equitable remedies may be limited by applicable law. The execution, delivery and performance of this Agreement by the Company does not and shall not conf lict with, violate or cause a breach of any agreement, contract or instrument to which the Company is a party or any judgment, order or decree to which it is subject.

ARTICLE IV

RESTRICTIONS ON SHARES

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Section 4.1     Stockholders Agreement. The Stockholder acknowledges that, in addition to the restrictions set forth herein, all Shares owned by the Stockholder (or its permitted transferees) shall be subject to the rights and restrictions contained in the Stockholders Agreement (including without limitation all of the provisions of Article IV thereof as though the Shares were owned by the Azoff Trust). Any purported Transfer not in accordance with this Agreement or the Stockholders Agreement shall be void and of no effect.

Section 4.2     Legends on Certificates. All certificates, if any, representing the Shares issued to the Stockholder shall have endorsed in writing, stamped or printed, thereon the following legend:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED, QUALIFIED, APPROVED OR DISAPPROVED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR AN APPLICABLE EXEMPTION TO THE REGISTRATION REQUIREMENTS OF SUCH ACT OR SUCH LAWS AND NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER FEDERAL OR STATE REGULATORY AUTHORITY HAS PASSED ON OR ENDORSED THE MERITS OF THESE SECURITIES. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO FORFEITURE AND MAY NOT BE SOLD, EXCHANGED, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF THE STOCKHOLDERS AGREEMENT DATED AS OF MAY 11, 2007 AMONG FRONT LINE MANAGEMENT GROUP, INC., IAC/INTERACTIVECORP AND THE AZOFF FAM ILY TRUST OF 1997, A COPY OF WHICH IS ON FILE AT THE EXECUTIVE OFFICES OF FRONT LINE MANAGEMENT GROUP.”

ARTICLE V

TAX MATTERS

Section 5.1     Tax Benefits. If the Company recognizes a deduction for federal income tax purposes as a result of the vesting of the Shares or any distribution made with respect to the Shares, the Company shall make payments to the Stockholder as follows: in each taxable year in which such deduction results in actual federal or California income tax savings to the Company, the Company shall pay to the Stockholder the lower of (i) the amount of such actual income tax savings, including any actual tax savings resulting from payments to the Stockholder under this Section 5.1 and (ii) the quotient of (x) the excess of (a) federal and California income taxes payable by Stockholder as a result of such vesting or distribution over (b) the federal and California income taxes payable by the Stockholder if all income recognized by Stockholder as a

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result of such vesting or distribution were taxed as long-term capital gains (or dividends in the case of distributions with respect to the Shares) divided by (y) one minus the combined maximum effective federal and California individual income tax rate applicable to compensation income, all based on the rules and rates then in effect. For purposes of computation, such deduction recognized by the Company shall be deemed to result in tax savings only after all other losses, deductions, exclusions and credits have been applied in full against taxable income or tax liability of the Company. This computation shall be performed only for the year in which the deduction is recognized and the two prior and the next four tax years if by reason of a loss carryback or carryforward the tax savings are recognized in one of those specified years, but only if such carryback or carryforward results in actual federal or California income tax savings to the Company after all other losses, deductions, exclusions and credits have been applied in full against taxable income or tax liability of the Company. Any such payments to be made to the Stockholder shall be treated as wages subject to applicable employment and withholding taxes. If the Stockholder receives a payment from the Company pursuant to this Section 5.1 and subsequently the Company for any reason becomes entitled, whether by carryback or otherwise, to other deductions or credits for the year in which the deduction relating to the Shares gave rise to tax savings to the Company , the Stockholder shall reimburse the Company if and to the extent that counting such other deductions and credits for such year, the Stockholder would not have been entitled to payments under this Section 5.1. If a federal or California tax authority subsequently disallows such deduction taken by the Company for any reason, Stockholder shall reimburse the Company for any prior payments made to the Stockholder. If, after the date hereof, the Company becomes a member of a group of affiliated companies filing a consolidated return for federal income tax purposes or a combined or unitary return for state income tax purposes, the calculations in this Section 5.1 shall be made for the Company and its subsidiaries on a stand-alone basis (i.e., as if the Company and its subsidiaries were not members of such group). All calculations under this Section 5.1 shall be performed by an accounting firm selected jointly by the Stockholder and the members of the Company board of directors who are independent of the Stockholder (“Independent Directors”), which such accounting firm may not be the regular tax preparer for the Company. The accounting firm shall prepare such calculations in accordance with this Section 5.1 and shall provide a reasonably detailed written explanation to the Stockholder and the Independent Directors. The accounting firm shall provide the Stockholder and the Independent Directors with the opportunity to ask questions and provide comments and suggestions, which the accounting film shall accept or reject in its professional judgment. It is understood that the accounting firm shall be responsible solely for the calculation hereunder, and shall not be permitted to challenge any tax position of the Company (including the propriety of any deduction) taken on any return. The accounting firm shall promptly finalize its calculations, which final calculations shall be binding on the Company and the Stockholder. The Stockholder and the Company shall act in good faith and cooperate fully to effect the purposes of the foregoing provisions.

Section 5.2 Withholding Obligations. No later than the date as of which an amount first becomes includible in the gross income of the Stockholder for federal income tax purposes with respect to any Shares, the Stockholder shall pay to the Company, or make arrangements satisfactory to the Company regarding the payment of, any federal, state, local or foreign taxes of any kind required by law to be withheld with respect to such amount. The Company shall have the right to deduct any such taxes from any payment otherwise due to the Stockholder, including

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without limitation withholding from payroll or withholding from other amounts owing to the Stockholder pursuant to the exercise of the rights contained in Article IV of the Stockholders Agreement. The Company shall have the right to direct the purchaser of the Shares to pay a portion of the proceeds from any such sale to the Company in satisfaction of the Company’s withholding obligations, and the Company may refuse to record any such transfer until such withholding obligations are satisfied in full. Any such withheld amounts shall be treated as having been paid to the Stockholder.

ARTICLE VI

MISCELLANEOUS

Section 6.1     Notices.

(a)    All notices, requests, consents or other communications to the Company or to the Stockholder hereunder shall be in writing and shall be given

(i)     if to the Company:

1100 Glendon Avenue
Los Angeles, California 90024
Facsimile: (310) 209-3139
Attention: Chief Financial Officer

with a copy (which shall not constitute notice) to:

Loeb & Loeb LLP
10100 Santa Monica Boulevard
Los Angeles, California 90067
Attention: Harold A. Flegelman, Esq.
Telecopy: 310-919-3924

(ii)    if to the Stockholder, at the Stockholder’s most recent address on file with the Company, or such other address
        or facsimile number as the Company or such Stockholder may hereafter specify by written notice to the others.

(b)     Each such notice, request, consent or other communication shall be given (i) by hand delivery, (ii) by nationally recognized overnight courier service, or (iii) by facsimile.

(c)    Each such notice, request, consent or other communication shall be deemed to be delivered (i) if delivered by hand, when delivered at the address specified in this Section 6.1, (ii) if delivered by nationally recognized overnight courier service, on the second following Business Day after delivery to such service or such mailing, and (iii) if given by facsimile, when such facsimile is transmitted to the facsimile number specified in this Section 6.1 and the appropriate answer back or confirmation is received.

Section 6.2    Amendments.  Amendments to this Agreement may be made only by a written instrument signed by the Company and the Stockholder.

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Section 6.3    Entire Agreement.  This Agreement, together with the Stock Purchase Agreement, the Stockholders Agreement and the Azoff Employment Agreement shall constitute the entire agreement and understanding among the parties hereto with respect to the subject matter hereof and shall supersede any prior understanding or agreement, oral or written with respect thereto. There are no representations, agreements, arrangements or understandings, oral or written, between or among the Company and the Stockholder relating only to the subject matter of this Agreement that are not fully expressed herein or therein.

Section 6.4    Successors and Assigns; Binding Effect.  The Stockholder shall not be permitted to assign all or any part of his rights or obligations under this Agreement to any third party; provided the Stockholder may transfer the Shares granted hereunder to any Permitted Transferee (as such term is defined in the Stockholders Agreement); provided further that in the event of such transfer, the Stockholder’s employment with the Company shall conti nue to be the relevant measure for determining whether a Termination of Employment has occurred for purposes of vesting of the Shares. This Agreement and all of the terms and provisions hereof shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective legal representatives, heirs, successors and permitted assigns.

Section 6.5    Severability.  If any provision of this Agreement, or the application of such provision to any party or circumstance or in any jurisdiction, shall be held to be invalid or unenforceable to any extent, (i) the remainder of this Agreement shall not be affected thereby, and each other provision hereof shall be valid and enforceable to the fullest extent permitted by law, (ii) as to such party or circumstance or in such jurisdiction such provision shall be reformed to be valid and enforceable to the fullest extent permitted by law and (iii) the application of such provision to other parties or circumstances or in other jurisdictions shall not be affected thereby.

Section 6.6    No Waiver.  Neither the failure nor delay on the part of any party hereto to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or of any other right, remedy, power or privilege, nor shall any waiver of any right, remedy, power or privilege with respect to any occurrence be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence. No waiver shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver.

Section 6.7    Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

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Section 6.8    Judicial Proceedings. In any judicial proceeding involving any dispute, controversy or claim arising out of or relating to this Agreement or the Company or its operations, each of the Stockholder and the Company unconditionally accepts the non-exclusive jurisdiction and venue of any United States District Court located in the State of New York, or of the State Court located in the City of New York, State of New York of and the appellate courts to which orders and judgments thereof may be appealed. In any such judicial proceeding, the Stockholder and the Company agree that in addition to any method for the service of process permitted or required by such courts, to t he fullest extent permitted by law, service of process may be made by delivery provided pursuant to the directions in Section 6.1. THE COMPANY AND THE STOCKHOLDER HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING ANY DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

Section 6.9    Equitable Relief. Except as otherwise provided herein, the parties to this Agreement acknowledge and agree that the covenants of the parties set forth in this Agreement may be enforced in equity by a decree requiring specific performance. Such remedies shall be cumulative and non-exclusive and shall be in addition to any other rights and remedies the parties hereto may have under this Agreement.

Section 6.10    Headings and Captions. The headings, subheadings and captions contained in this Agreement are included for convenience of reference only, and in no way define, limit or describe the scope of this Agreement or the intent of any provision hereof.

Section 6.11    Counterparts. This Agreement and any amendment hereto may be signed in any number of counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one agreement (or amendment, as applicable).

[Remainder of this page intentionally left blank; signature page follows]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered as of the date first above written.

FRONT LINE MANAGEMENT GROUP, INC.

By: /s/ Colin Hodgson                      
      Name: Colin Hodgson
      Title: Chief Financial Officer

STOCKHOLDER


/s/ Irving Azoff
Irving Azoff

EX-10.5

Exhibit 10.5

EXECUTION VERSION

SECOND AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT

of

FRONT LINE MANAGEMENT GROUP, INC.

This Second Amended and Restated Stockholders’ Agreement (as amended, modified, restated or supplemented from time to time, this “Agreement”) is made as of June 9, 2008, by and among Front Line Management Group, Inc., a Delaware corporation (the “Company”), FLMG Holdings Corp., a Delaware corporation (“FLMG Holdings”), solely for purposes of Section 6.16, IAC/InterActiveCorp, a Dela ware corporation (“IAC”), The Azoff Family Trust of 1997 (the “Azoff Trust”), MM Investment Inc., a Delaware corporation (“MMI”), WMG Church Street Limited, an English company (“WMG Church”), Madison Square Garden, L.P., a Delaware limited partnership (“MSG”), each other holder of Shares who may become party to this Agreement by executing a counterpart to this Agreement pursuant to Section 3.5 (FLMG Holdings, the Azoff Trust, MMI, WMG Church, MSG and each such party, a “Stockholder” and collectively, the “Stockholders”), and solely for purposes of Section 6.15, Warner Music Inc., a Delaware corporation (“WMG Guarantor”).

R E C I T A L S:

A.       On June 8, 2007 (the “FL Closing Date”), certain stockholders of the Company sold a majority of the issued and outstanding shares of capital stock of the Company to IAC pursuant to a Stock Purchase Agreement, dated as of May 11, 2007 (the “FL Purchase Agreement”).

B.       Immediately following the FL Closing Date, IAC, the Azoff Trust and MMI entered into a Recapitalization and Exchange Agreement, dated June 8, 2007, pursuant to which the shares of capital stock of the Company were reclassified.

C.       On July 24, 2007, MMI entered into a Stock Purchase Agreement with IAC (the “MMI Purchase Agreement”), pursuant to which WMG Kensington Limited, an English company (“WMGUK”), purchased from IAC, and IAC sold to WMGUK, 51,064.6365 shares of Common Stock.

D.       As of July 24, 2007, MMI assigned all of its rights and obligations under the MMI Purchase Agreement to WMGUK.

E.       As of September 28, 2007, WMGUK transferred 51,064.6365 shares of Common Stock to WMG Church and assigned to WMG Church all of its rights and obligations under the Original Agreement.

F.       As of December 7, 2007, IAC transferred 60,475.9765 shares of Common Stock and 11,460 shares of Preferred Stock and all of its rights and obligations under the Original Agreement to FLMG Holdings.

G.       Concurrently with the execution of this Agreement, MSG has entered into the MSG Purchase Agreement, pursuant to which MSG has purchased from FLMG Holdings and MMI, and FLMG Holdings and MMI have sold to MSG, a number of shares of Common Stock such that following the closing of such transaction, the Stockholders now hold the number and class of shares of capital stock of the Company as set forth on Schedule A.

H.       The parties hereto desire to enter into this Agreement to amend and restate the Original Agreement in its entirety, and to establish certain aspects of the governance and operation of the Company from and after the date hereof, and to restrict the manner and means by which the Shares owned by the Stockholders may be sold, assigned or otherwise transferred.

NOW, THEREFORE, in consideration of the premises and of the covenants and agreements hereinafter set forth, the parties hereto agree as follows:

ARTICLE I
DEFINITIONS

SECTION 1.1       Definitions.  Capitalized terms used herein shall have the following meanings:

“Accelerated Shares” has the meaning set forth in Section 3.3.

“Acquisition” means any acquisition of assets of, or a majority of the equity interests in, a Person or division or line of business of a Person not affiliated with any of the Stockholders (or any subsequent investment made in a Person, division or line of business previously acquired in an Acquisition).

“Affiliate” of a specified Person means a Person that, directly or indirectly, Controls, is Controlled by, or is under common Control with, the specified Person.

“Agent” has the meaning set forth in Section 3.4(e)(i).

“Agreement” has the meaning set forth in the Preamble of this Agreement.

“Artist” means any musician, singer, songwriter, publisher, producer, lyricist, composer, actor (whether motion picture, television, theatrical or otherwise), or other performer in the entertainment industry generally.

“Azoff” means Irving Azoff, a California resident.

“Azoff Amount” has the meaning set forth in Section 3.4(b)(ii).

“Azoff Employment Agreement” means the Employment Agreement, dated May 11, 2007, between the Company and Irving Azoff.

“Azoff Percentage” has the meaning set forth in Section 3.4(b)(ii).

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“Azoff Put” has the meaning set forth in Section 3.4(a)(i).

“Azoff Trust” has the meaning set forth in the Preamble of this Agreement.

“Azoff Trust Designees” has the meaning set forth in Section 2.1(a)(i) .

“Baseball Arbitrator” has the meaning set forth in Section 3.4(e)(ii) .

“Board” means the Board of Directors of the Company.

“Bona Fide Offer” means an offer in writing to a Stockholder, offering to purchase all or any part of the Shares owned by such Stockholder or any interest of the Stockholder therein and setting forth all the material terms and conditions of the proposed purchase (which must be reasonably capable of being satisfied), from an offeror who is ready, willing and able to consummate the purchase (subject to customary closing conditions) and who is neither the Company nor an Affiliate of such Stockholder.

“Business Day” means any day other than a Saturday or a Sunday or a day on which banking institutions in the City of New York, New York are authorized or required by law to close.

“Call Notice” has the meaning set forth in Section 3.4(a)(ii).

“Change of Control” means the occurrence of (a) any consolidation, business combination or merger of the Company with or into any Person, or any other corporate reorganization or transaction or a series of related transactions (including the acquisition of capital stock of the Company), whether or not the Company is a party thereto, if, immediately after such consolidation, business combination, merger, reorganization or transaction, the Stockholders and their respective Permitted Transferees owning equity interests immediately prior to such consolidation, business combination, merger, reorganization or transaction, do not own equity interests that directly or indirectly have the power to elect a majority of the entire board of managers or director s of the Company or other surviving entity or (b) any transaction or series of related transactions (other than a Public Offering), whether or not the Company is a party thereto, if, after giving effect to such transaction or transactions, more than 50% of the Company’s Voting Securities are owned by any Person and its Affiliates and “associates” (as such term is defined in Rule 12b-2 under the Exchange Act) or any “group” (as such term is defined in Section 13(d)(3) of the Exchange Act), excluding from the numerator in calculating such percentage (i) Voting Securities of the Company owned by the Stockholders and their Permitted Transferees and (ii) if any Stockholders or their Permitted Transferees are part of any such “group”, Voting Securities of the Company to the extent of the voting power of the Stockholders and their Permitted Transferees in any such “group”.

“Common Equivalent Shares” means collectively, all shares of capital stock of the Company, including all restricted shares of capital stock of the Company, as-converted into Common Stock, on a fully-diluted basis.

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“Common Stock” means the common stock, par value $0.01 per share, of the Company.

“Company” has the meaning set forth in the Preamble of this Agreement.

“Contract Year” means a 12-month period commencing on the FL Closing Date, and each anniversary thereof.

“Control” (including its correlative meanings, “controlled by” and “under common control with”), with respect to the relationship between or among two or more Persons, means possession, directly or indirectly, of the power to direct or cause the direction of the affairs or management or policies of a Person, whether through ownership of Securities, as trustee or executor, by contract or otherwise.

“Controlling Party” means either (i) FLMG Holdings or (ii) MMI and WMG Church (collectively) to the extent that such Stockholder owns, in accordance with this Agreement, individually or collectively with its Affiliates, more than 50% of the Common Equivalent Shares.

“Controlling Party Transaction” means a transaction or series of related transactions that results in either (i) FLMG Holdings and/or its Affiliates or (ii) MMI, WMG Church and/or their Affiliates collectively owning, in accordance with this Agreement, more than 50% of the Common Equivalent Shares.

“Designated Purchaser” means (i) the purchaser of Shares under Section 3.4 (other than Section 3.4(b)(ii)) that is required to purchase, in the aggregate, the greatest number of the Shares subject to the Azoff Put, the FLMG/WMG Call and the MSG Put, as applicable, or (ii) the purchaser described in the last sentence of Section 3.4(g)(i) if applicable.

“Director” has the meaning set forth in Section 2.1(a).

“EBITDA” means, for any Person for any measurement period, an amount determined on a consolidated basis for such Person and its Subsidiaries equal to (i) the sum, without duplication, of (a) the consolidated net income (or loss) for such period, plus (b) total interest expense for such period plus (c) total depreciation expense for such period plus (d) total amortization expense for such period plus (e) total income tax expense for such period, minus (ii) the sum, without duplication, of (x) interest income for such period plus (y) dividend income, investment income or non-operating investment gains for such period plus (z) extraordinary, unusual or non-recurring income or gains.

“Encumbrance” means any charge, claim, community or other marital property interest, right of first option, right of first refusal, mortgage, pledge, lien (statutory or other) or other encumbrance of any nature whatsoever.

“Excess Cash” means the amount of net cash of the Company which the Board determines is available for Acquisitions or investments or distributions to the Stockholders (pursuant to Section 4.1) after the allowance for (a) all direct and indirect

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expenses, liabilities and obligations of the Company (whether for expense items, capital expenditures, improvements, retirement of indebtedness or otherwise); and (b) the amount of any Reserves.

“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations promulgated pursuant thereto.

“Exercise Notice” has the meaning set forth in Section 3.4(b)(ii).

“Exercising Members” has the meaning set forth in Section 3.4(a)(ii).

“Fair Value” of a Share means what a willing buyer would pay a willing seller in an arm’s length transaction and shall be calculated based on the fair market value of the Common Stock of the Company taken as a whole divided by the aggregate number of all shares of Common Stock then outstanding, taking into account the capital structure of the Company (including deducting from the value of the Company any outstanding liabilities, the liquidation preference of any outstanding shares of preferred stock and any claims that are senior to the Common Stock), without giving effect to any minority interest or illiquidity discount with respect to the Common Stock at the time of determination. The determination of Fair Value shall be based upon industry practice and valuation methodologies for a business of the type maintained by the Company, taking into account the Company’s historical performance, its growth and prospects and its current and projected cash flows, and without regard to comparable transactions which may have reflected strategic premiums and/or synergies. The Fair Value shall not be based upon the liquidation value of the Company.

“Fair Value Notice” has the meaning set forth in Section 3.4(e)(i).

“FL Closing Date” has the meaning set forth in Recital A.

“FL Purchase Agreement” has the meaning set forth in Recital A.

“FLMG Designees” has the meaning set forth in Section 2.1(a)(ii).

“FLMG Holdings” has the meaning set forth in the Preamble of this Agreement.

“FLMG/WMG Call” has the meaning set forth in Section 3.4(a)(ii).

“FLMG/WMG Group” means FLMG Holdings, MMI, WMGUK and their respective Transferees (as contemplated by Section 3.4(f)).

“Front Line Side Letter” means the letter, dated as of even date herewith, from the Company to MSG containing certain representations and warranties of the Company.

“IAC” has the meaning set forth in the Preamble of this Agreement.

“IAC Common Stock” has the meaning set forth in Section 3.4(d)(ii).

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“IAC Common Stock fair market value” has the meaning set forth in Section 3.4(d)(ii).

“IAC Guaranty” has the meaning set forth in Section 6.16.

“Law” means any statute, law, regulation, ordinance, rule, injunction, order, decree, directive or any similar form of decision of, or determination by, any governmental or self-regulatory authority.

“MMI” has the meaning set forth in the Preamble of this Agreement.

“MMI Designees” has the meaning set forth in Section 2.1(a)(iii).

“MMI Purchase Agreement” has the meaning set forth in Recital C.

“MSG” has the meaning set forth in the Preamble of this Agreement.

“MSG Amount” has the meaning set forth in Section 3.4(b)(ii).

“MSG Designee” has the meaning set forth in Section 2.1(a)(iv).

“MSG Purchase Agreement” means the Stock Purchase Agreement, dated as of even date herewith, by and among IAC, FLMG Holdings, MMI, WMGUK, MSG, and solely for purposes of Section 10.12 thereto, WMG Parent.

“MSG Put” has the meaning set forth in Section 3.4(b)(i)(B).

“MSG Put Notice” has the meaning set forth in Section 3.4(b)(i)(A).

“Music Business” means the world-wide business (as presently conducted or as may be conducted hereafter) of the Company and its Subsidiaries of personal and career management for Artists and all other aspects of the music industry, including without limitation, recording activities, songwriting and music publishing, touring, tour sponsorship, commercials, personal endorsements, performances, fan clubs, merchandising, ticket selling and other professional activities related thereto.

“NASDAQ” has the meaning set forth in Section 3.4(d)(ii).

“Offered Price” has the meaning set forth in Section 3.2(a).

“Offeror” has the meaning set forth in Section 3.2(a).

“Officers” has the meaning set forth in Section 2.3(a).

“Options” means rights, options or warrants to subscribe for, purchase or otherwise acquire either shares of stock or other equity interests of the Company.

“Original Agreement” means the Amended and Restated Stockholders’ Agreement of the Company, dated as of July 24, 2007.

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“Permitted Transferee” of a Stockholder means (i) any Affiliate of or successor to such Stockholder or (ii) in the case of a Stockholder who is a natural Person, (A) a spouse or lineal descendent or ancestor of such Person, (B) the conservators, guardians, executors, administrators, testamentary trustees, legatees or beneficiaries of the Stockholder or (C) a Permitted Transferee Trust; provided, that in the case of the Azoff Trust, “Permitted Transferee” shall also include any Artist or employee of the Company or any of its Subsidiaries (or any Permitted Transferee of such Persons) to the extent that the aggregate of any and all such Transfers to such Artists and employees is not in excess of 10% of the outstanding Common Equivalent Shares held by the Azoff Trust. Notwithstanding the foregoing, each of MMI, WMG Church, FLMG Holdings and the Azoff Trust (in each case, including any Permitted Transferee thereof) shall be deemed to be Permitted Transferees of one another but only to the extent that each of MMI, WMG Church, FLMG Holdings and the Azoff Trust (to the extent that each (in each case, including any Permitted Transferee thereof) is still a holder of shares of Common Stock of the Company) consents thereto in writing.

“Permitted Transferee Trust” means, in the case of a Stockholder who is a natural Person, a limited partnership, limited liability company, trust or custodianship, the beneficiaries of which may include only the Stockholder, the Stockholder’s spouse (or ex-spouse), the Stockholder’s lineal descendants (including adopted), or, if such Stockholder has no then-living spouse or lineal descendants, then to the ultimate beneficiaries of any such trust or to the estate of a deceased beneficiary.

“Person” means any individual or any general partnership, limited partnership, limited liability company, corporation, joint venture, trust, business trust, cooperative or association or other legal entity or organization.

“Preferred Stock” means the Series C Preferred Stock of the Company.

“Proposed Transferees” has the meaning set forth in Section 3.4(b)(ii).

“Public Offering” means a public offering of equity securities in the Company or any successor thereto or any Subsidiary of the Company pursuant to a registration statement declared effective under the Securities Act.

“Purchase Limit” has the meaning set forth in Section 3.4(b)(ii).

“Purchase Option” has the meaning set forth in Section 3.2(b).

“Put/Call Purchase Price” has the meaning set forth in Section 3.4(d)(i).

“Put/Call Seller” has the meaning set forth in Section 3.4(d)(i).

“Put Notice” has the meaning set forth in Section 3.4(a)(i).

“Representative” has the meaning set forth in Section 3.4(e)(ii).

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“Reserves” means such cash reserves as the Board may reasonably establish to cover the operation of the Company’s business in the ordinary course, including reserves for operating and other expenses (both owed and contemplated), fees, taxes, and liabilities for the payment of future contingencies (known or unknown, liquidated or unliquidated); provided such reserves shall not be intended to cover every possible contingency, but only those reasonably foreseeable at the time such reserves are established.

“Restricted Stock Award Agreement” means the Restricted Stock Award Agreement, dated as of June 8, 2007, between the Company and Azoff, as the same may be amended from time to time.

“Sale Notice” has the meaning set forth in Section 3.2(a).

“Securities” means capital stock, limited partnership interests, limited liability company interests, beneficial interests, warrants, options, notes, bonds, debentures, and other securities, equity interests, ownership interests and similar obligations of every kind and nature of any Person.

“Securities Act” means the Securities Act of 1933, as amended from time to time, and the rules and regulations promulgated pursuant thereto.

“Shares” means (a) all shares of Common Stock held by a Stockholder, whenever issued, including all restricted shares of Common Stock and shares of Common Stock issued upon the exercise, conversion or exchange of any Options or Warrants and (b) all Options and Warrants held by a Stockholder (treating such Options and Warrants as a number of Shares equal to the number of Common Equivalent Shares represented by such Options and Warrants for all purposes of this Agreement except as otherwise specifically set forth herein).

“Stockholder” has the meaning set forth in the Preamble of this Agreement.

“Stockholder Percentage” means, as of any date of determination, with respect to any Stockholder, a percentage calculated by dividing (x) the aggregate number of Common Equivalent Shares held by such Stockholder by (y) the aggregate number of Common Equivalent Shares of the Company held by all Stockholders on such date.

“Subject Shares” has the meaning set forth in Section 3.2(a).

“Subsequent Stockholder” has the meaning set forth in Section 3.5(a).

“Subsidiary” means, with respect to any Person, any entity of which (i) a majority of the total voting power of shares of stock or equivalent ownership interests entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers, trustees or other members of the applicable governing body thereof is at the time owned or Controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if no such governing body exists at such entity, a majority of the total voting power of shares of stock or

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equivalent ownership interests of the entity is at the time owned or Controlled, directly or indirectly, by that Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association or other business entity if such Person or Persons shall be allocated a majority of limited liability company, partnership, association or other business entity gains or losses or shall be or Control the managing director or general partner of such limited liability company, partnership, association or other business entity.

“Tag-Along Notice” has the meaning set forth in Section 3.4(b)(ii).

“Transfer” (and “Transferor” and “Transferee” shall have correlative meanings), with respect to any Shares (or direct or indirect, voting, economic or other interest therein), means (i) a transfer, sale, assignment, exchange, pledge or other Encumbrance on or disposition of such Shares, whether directly or indirectly, or the grant of an option or other right to acquire such Shares or (ii) a transfer, sale, assignment of shares or interests in any special purpose holding company that is the record owner of the Shares and does not have material assets other than the Shares.

“Transfer Date” has the meaning set forth in Section 3.1.

“Transfer Terms” has the meaning set forth in Section 3.4(b)(ii).

“Voting Security” means shares of stock or equivalent ownership interests (including all shares of convertible stock or equivalent ownership interests on an as converted basis) entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers, trustees or other members of the applicable governing body thereof.

“Warrants” means any warrants to subscribe for, purchase or otherwise directly acquire stock or other equity interest in the Company.

“WMG Church” has the meaning set forth in the Preamble of this Agreement.

“WMG Common Stock” has the meaning set forth in Section 3.4(d)(iii).

“WMG Common Stock fair market value” has the meaning set forth in Section 3.4(d)(iii).

“WMG Guarantor” has the meaning set forth in the Preamble of this Agreement.

“WMG Parent” means Warner Music Group Corp., a Delaware corporation.

“WMGUK” has the meaning set forth in Recital C.

SECTION 1.2       Construction. Whenever the context requires, the gender of all words used in this Agreement includes the masculine, feminine and neuter forms and the singular form of words shall include the plural and vice versa. All

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references to Articles and Sections refer to articles and sections of this Agreement, and all references to Schedules are to Schedules attached hereto, each of which is made a part hereof for all purposes. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting or causing any instrument to be drafted.

ARTICLE II

GOVERNANCE MATTERS

SECTION 2.1       Board of Directors

(a)       Each Stockholder agrees to cast all votes to which such holder is entitled in respect of such Stockholder’s Shares, whether at any annual or special meeting, by written consent or otherwise, to fix the number of members of the Board (each member of the Board, a “Director”) at seven (7) and to elect the designees identified below. Except as otherwise provided in this Section 2.1, the Board shall consist of:

            (i)       two (2) designees of the Azoff Trust (the “Azoff Trust Designees”);

            (ii)      two (2) designees of FLMG Holdings (the “FLMG Designees”);

(iii)     two (2) designees of MMI and WMG Church (acting as a group) (the “MMI Designees”); and

(iv)     one (1) designee of MSG (the “MSG Designee”).

(b)       Any Stockholder may transfer its right to designate one or more Directors to any Transferee in accordance with this Section 2.1(b), provided, in order for the transfer of such right of designation to be effective, such Transferee must have a Stockholder Percentage of at least 10% for each designee right so assigned (e.g., in order for a Transferee to have the ability to designate two directors, such Transferee must have a Stockholder Percentage of at least 20%); provided further that in the case of a transfer of such right of designation by MSG, (i) the Transfer of all of MSG’s Sh ares held as of the date hereof to any single Transferee shall be sufficient for such right of designation to be effective, even if it does not result in a Stockholder Percentage of at least 10% for such Transferee and (ii) such right of designation shall be subject to the Azoff Trust’s consent right set forth in Section 2.1(d); and provided further that FLMG Holdings may not transfer the right to designate a director to MMI and WMG Church (acting as a group) unless in connection with the transfer of Shares by FLMG Holdings to MMI, WMG Church or any of their Affiliates in accordance with the terms of this Agreement.

(c)       Any Stockholder shall have the right to voluntarily relinquish the ability to designate Directors under this Agreement by delivery of written notice to the Company and the other Stockholders and thereafter such Stockholder shall cease to be entitled to

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designate any Directors. To the extent any Stockholder shall cease to have the entitlement to designate one or more Directors, the size of the Board shall be deemed to automatically decrease accordingly, and the applicable Stockholder shall immediately remove one or more Directors designated by it, as applicable, in the circumstances contemplated by this Section 2.1(c) .

(d)       Any Director designated by a Stockholder may only be removed (with or without cause) by the Stockholder designating such Director; provided, that any Director may be removed for cause by the vote of Stockholders holding Voting Securities representing a majority of the votes outstanding. Each of the Stockholders agrees to cast all votes to which such holder is entitled in respect of the Shares, whether at any annual or special meeting, against any Director proposed to be removed by the Stockholder who has the right to designate such director. Any vacancy on the Board in respect of a Director designated by a Stockholder (whether or not such Director was removed for cause) may be filled by the Stockholder entitled to designate such Director, subject to this Section 2.1. In the event that a Stockholder is entitled to designate a Director pursuant to this Section 2.1 and has not yet done so, such Director seat shall remain vacant until such designation is made; provided, that such Stockholder shall make such designation as promptly as possible. MSG agrees that it shall initially designate James L. Dolan to serve as its Director, and if it ever designates any Person other than James L. Dolan to serve as its Director, such designation shall be subject to the Azoff Trust’s consent, which consent may be withheld in the sole and absolute discretion of the Azoff Trust; provided, the consent of the Azoff Trust shall not be required if Hank J. Ratner or Jay Marciano is designated to become the MSG Designee. In the event that MSG Transfers its Shares pursuant to Section 3.4(b)(i), the Azoff Trust shall thereupon and thereafter have the sole and exclusive right, for all purposes under this Agreement, to designate the MSG Designee in accordance with this Section 2.1. If the Azoff Trust Transfers its Shares pursuant to the exercise of the FLMG/WMG Call, then concurrently with such Transfer, the Azoff Trust shall transfer its right to designate the Azoff Trust Designees to the Designated Purchaser in connection with such exercise, and such Designated Purchaser shall thereupon and thereafter have the sole and exclusive right, for all purposes under this Agreement, to designate the Azoff Designees in accordance with this Section 2.1.

(e)       Notwithstanding anything to the contrary in this Agreement, no Director, acting solely in its capacity as such, shall have the right, power or authority to act as an agent of the Company, to bind the Company or to execute any documents in the name of the Company unless expressly authorized in writing by the Board or a committee thereof.

(f)       The Company shall take such action as may be required under applicable law to cause the Board to consist of the number of Directors specified in Section 2.1(a) . The Company agrees to include in the slate of nominees recommended by the Board, the Azoff Trust Designees, the FLMG Designees, the MMI Designees and the MSG Designee pursuant to Section 2.1(a) and to use its reasonable best efforts to cause the election of each such designee to the Board, including nominating such individuals to be elected as Directors as provided herein.

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(g)       For the avoidance of doubt, MMI and WMG Church shall act jointly in designating the MMI Designees and for the purposes of Sections 2.1(b), (c) and (d), all references to the Stockholder that has the right to designate a Director shall mean MMI and WMG Church acting jointly.

SECTION 2.2       Actions Requiring Approval. The Company may take the following actions only upon the approval of the majority of the authorized number of (i) FLMG Designees and MMI Designees, acting together as a group, and (ii) Azoff Trust Designees and the MSG Designee, acting together as a group (but not necessarily unanimously), (even if a quorum otherwise exists) at a duly called meeting of the Board, subject to an approval by the holders of the majority of the Common Equivalent Shares where required by Law:

(a)       except as provided in Section 4.1, declare or pay any dividend or make any other distribution to the Stockholders whether or not upon or in respect of any Shares;

(b)       redeem, otherwise acquire or issue any Securities or any Option, Warrant or right relating thereto;

(c)       make any employment related decisions with respect to any executive officer of the Company or which could reasonably result, directly or indirectly, in payments of more than $500,000 in any Contract Year; provided, that approval of a majority of the Azoff Trust Designees shall not be required with respect to any employment-related decisions (including under the Restricted Stock Award Agreement and the Azoff Employment Agreement) with respect to Azoff;

(d)       subject to Section 2.3(c), consummate any Acquisition or investment in any Person, or consummate any disposition of any Person or material property or assets;

(e)       consolidate or merge with and into any Person (in which the Company is not the surviving corporation);

(f)       effect a transaction involving the Company resulting in a Change of Control;

(g)       make a Public Offering;

(h)       authorize, create or issue (including by way of merger, consolidation or otherwise) any new Securities;

(i)       incur or assume any liabilities, or other obligation, for borrowed money or guarantee any such liabilities or obligation, other than in the ordinary course of business consistent with past practice;

(j)       materially alter the nature of the Company’s business from the Music Business (other than pursuant to a Change of Control);

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(k)       amend, alter or change the certificate of incorporation or the by-laws or any equivalent organizational document of the Company or any of its Subsidiaries;

(l)        create or permit to exist any Encumbrance on any material asset or property (whether tangible or intangible) of the Company or any of its Subsidiaries;

(m)       liquidate, dissolve or wind up the Company or any of its Subsidiaries or make any voluntary bankruptcy filing;

(n)       engage in any transaction with any Stockholder; provided, that such approval shall not be required for transactions entered into in the ordinary course of the Company’s business with Artists or employees of the Company who become Stockholders as Permitted Transferees of the Azoff Trust (within the parameters set forth in the definition of Permitted Transferees herein); and

(o)       take any other action, other than as set forth above, that is material to the business, cash flow or long term viability of the Company, taken as a whole.

SECTION 2.3       Officers.

(a)       The Company may have such officers (the “Officers”) as the Board in its discretion may appoint (or who may be appointed by the other Officers if specifically authorized to do so by the Board); provided, that the initial Officers shall include Azoff as Chief Executive Officer of the Company. The Officers and other key employees of the Company will be compensated in accordance with their respective employment agreements, if any, with the Company or any Subsidiary, or otherwise as determined by the Board or the Officers and, following execution of such agreements and subject to Section 2.2(c), the Board shall have the authority to negotiate and authorize amendments to any such agreements.

(b)       The Company and the Stockholders agree that Azoff, in his capacity as Chief Executive Officer of the Company, shall have primary responsibility for the management of the operations and activities of the Company and its Subsidiaries in a manner consistent with this Agreement and the Azoff Employment Agreement.

(c)       In his capacity as Chief Executive Officer of the Company, Azoff shall be permitted to cause the Company to make (without the prior approval of the Board) up to three (3) Acquisitions of, or investments in, Persons engaged in the Music Business during each Contract Year; provided, that (i) such Acquisitions or investments are financed with Excess Cash of the Company, (ii) the total cash invested by the Company on any Acquisition of, or investment in, any Persons does not exceed $5 million individually or $10 million in the aggregate during any Contract Year, and (iii) the purchase price paid for any such Acquisition or investment cannot imply a valuation for such Person of more than 5.5x the EBITDA of such Person for t he trailing 12-month period prior to such Acquisition or investment. Any Acquisitions or investments not subject to this Section 2.3(c) shall require the approval of the Board.

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(d)       Azoff’s rights under Section 2.3(b) and 2.3(c) shall terminate in the event Azoff ceases to be the Chief Executive Officer of the Company for any reason.

SECTION 2.4       Certain Actions Adversely Affecting MSG. The Azoff Trust agrees, solely for the benefit of MSG, that without MSG’s prior written approval, the Azoff Trust shall not, and shall cause its Affiliates and the Azoff Trust Designees not to, approve any action or series of related actions that (a) must be approved under Section 2.2 and (b) would, directly or indirectly, have a disproportionate, as compared to any other Stockholder, adverse effect on the rights of MSG or any Subsequent Stockholder of its Shares as a Stockholder or Subsequent Stockholder, as applicable, under this Agreement or under applicable Law. For purposes of clarification, this Section 2.4 shall not apply with respect to transfers of Shares among the Stockhol ders or their Permitted Transferees or any consents thereto.

SECTION 2.5       Period. Each of the foregoing provisions in this Article II shall expire on the earliest to occur of (a) a Change of Control, (b) an initial Public Offering, and (c) with respect to any particular provision, the last date permitted by applicable Law.

ARTICLE III

TRANSFERABILITY OF SHARES

SECTION 3.1       General Transfer Restrictions. Prior to the earlier of June 8, 2012 or the completion of an initial Public Offering (such earlier date, the “Transfer Date”), no Stockholder may Transfer Shares other than (x) to a Permitted Transferee or (y) pursuant to Section 3.3.  Any Transfer by any Stockholder following the Transfer Date (other than to a Permitted Transferee or pursuant to Section 3.3 or 3.4) shall be subject to Section 3.2.  Any purported Transfer in violation of this Agreement shall be null and void, and the Company shall not in any way give effect to any such impermissible Transfer.

SECTION 3.2       Right of First Refusal.

(a)       If any holder of Shares (the “Offeror”) receives a Bona Fide Offer for any or all of such holder’s Shares and proposes to Transfer any such Shares (other than to a Permitted Transferee or in a Public Offering), including to another Stockholder who is not a Permitted Transferee, then the Offeror shall furnish to the Company and all other Stockholders a written notice of such proposed Transfer (a “Sale Notice”). The Sale Notice will include (i) the number of Shares proposed by the Offeror to be Transferred (the “Subject Shares”), (ii) the per share purchase price in cash at which the Offeror is prepared to Transfer such Shares (the “Offered Price”), (iii) the name and address of each Person to whom the sale is proposed to be made and, if that person is a corporation or other entity, the principal owners thereof, (iv) other material terms and conditions, if any, proposed in the Bona Fide Offer, and (v) a statement to the effect that such Person’s offer is, to the best knowledge of the Offeror, a Bona Fide Offer.

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(b)       Upon receipt of the Sale Notice, the Company shall have the right and option (the “Purchase Option”), for a period ending fifteen (15) calendar days following its receipt thereof, to elect to purchase all but not less than all of the Subject Shares at the Offered Price and otherwise on the terms specified in the Sale Notice. If the Company does not deliver written notice of its intention to exercise the Purchase Option within such 15-day period, the Company shall be deemed to have waived all of its rights with respect to the offer contained in the Sale Notice, and each of the remaining Stockholders, pro rata in accordance with their ownership of Common Equivalent Shares, shall then have a Purchase Option, for a period of fifteen (15) calendar days thereafter, to elect to purchase its pro rata portion (but not less than its pro rata portion) of the Subject Shares at the Offered Price and otherwise on the terms specified in the Sale Notice. If all remaining Stockholders do not exercise their Purchase Option as to all of the Subject Shares, then each of the Stockholders electing to purchase shall have the right, pro rata in accordance with its ownership of Common Equivalent Shares, to elect to purchase the remaining part of the Subject Shares available for purchase.

(c)       If the aggregate number of Shares offered to be purchased by the other Stockholders pursuant to Section 3.2(b) does not equal or exceed the number of the Subject Shares, the Offeror may, subject to the other provisions of this Article III, not later than ninety (90) days after the date of the Sale Notice, as such period may be extended to obtain any required regulatory approvals, Transfer all Subject Shares to any Transferee, at a per share purchase price not less than the Offered Price, and on such other terms specified in the Sale Notice (as they may be modified in a manner which are not more favorable to the Transferee), without any further obligation to the Company or the other Stockholders pursuant to this Section 3.2.

(d)       The provisions of this Section 3.2 shall terminate upon an initial Public Offering.

SECTION 3.3       Certain Transfers. In the event of a termination of Azoff’s employment that gives rise to the accelerated vesting of the shares of restricted Common Stock granted to Azoff pursuant to the Restricted Stock Award Agreement (the “Accelerated Shares”), Azoff (or his estate or Permitted Transferee) shall be permitted to Transfer the Accelerated Shares, subject to the provisions of Section 3.2.

SECTION 3.4       Put/Call Rights.

(a)       Azoff Put; FLMG/WMG Call; Exercisability.

            (i)       Azoff Put. The Azoff Trust shall have the right, exercisable by the irrevocable delivery of written notice (the “Put Notice”) by the Azoff Trust to FLMG Holdings, MMI and WMG Church at any time during the sixty (60) day period following June 8, 2012, to sell to each of (A) FLMG Holdings and (B) MMI and WMG Church (acting collectively as a group), and cause each of (A) FLMG Holdings and (B) MMI and WMG Church (acting collectively as a group) to buy from the Azoff Trust, 25% of the Azoff Trust’s Sha res (an aggregate of 50% of the Azoff Trust’s Shares) (collectively, the “Azoff Put”).

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It is understood and agreed that the Azoff Trust may select which Shares owned by the Azoff Trust are sold and purchased pursuant to the Azoff Put.

            (ii)       FLMG/WMG Call. The FLMG/WMG Group shall have the right to purchase, and cause the Azoff Trust to sell all, but not less than all, of the Azoff Trust’s Shares (or, in the event of exercise of the Azoff Put pursuant to Section 3.4(a)(i), the remaining Shares not subject to the Azoff Put), which right shall be exercisable by the FLMG/WMG Group by the irrevocable delivery of written notice (the “Call Notice”) to the Azoff Trust at any time during the sixty (60) day period following June 8, 2012 (the “FLMG/WMG Call”); it being understood that if a member of the FLMG/WMG Group does not wish to exercise the FLMG/WMG Call, the other members of the FLMG/WMG Group may exercise the FLMG/WMG Call (the “Exercising Members”) and only such Exercising Members shall be obligated to purchase the Azoff Trust’s Shares pursuant to the FLMG/WMG Call.

(b)       MSG Exit Rights.

           (i)       MSG Put.

          (A)       MSG shall have the right, exercisable by the irrevocable delivery of written notice (the “MSG Put Notice”) by MSG to FLMG Holdings, MMI and WMG Church at any time during the sixty (60) day period following June 8, 2015 to sell to each of (1) FLMG Holdings and (2) MMI and WMG Church (acting collectively as a group), and cause each of (X) FLMG Holdings and (Y) MMI and WMG Church (acting collectively as a group) to buy from MSG, 50% of MSG’s Shares (an aggregate of 100% of MSG’s Shares); and

(B)       MSG shall have the right, exercisable by the irrevocable delivery of a MSG Put Notice by MSG to the Controlling Party at any time during the sixty (60) day period following the third anniversary of the date on which a Controlling Party Transaction is consummated, to sell to the Controlling Party, and cause the Controlling Party to buy from MSG, 100% of MSG’s Shares (the rights set forth in this Section 3.4(b)(i)(A) and (B), collectively, the “MSG Put”).

            (ii)       Dispositions by the Azoff Trust. If the Azoff Trust and/or its Affiliates intend to Transfer any of the Shares held by the Azoff Trust and/or its Affiliates (other than a Transfer to a Stockholder, Permitted Transferee or pursuant to the Azoff Put or the FLMG/WMG Call) (the actual percentage of such Shares to be so Transferred of the Shares held by the Azoff Trust and/or its Affiliates, the “Azoff Percentage”, and the actual nu mber of such Shares to be so Transferred, the “Azoff Amount”), the Azoff Trust shall promptly give written notice (a “Tag-Along Notice”) to MSG of its right to participate in the Transfer. The Tag-Along Notice shall specify (w) the identity of the Person or Persons to whom such Transfer will be made (the “Proposed Transferees”), (x)

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the number of Shares to be transferred in the Transfer, (y) the consideration per share to be paid by the Proposed Transferees and (z) all other material terms and conditions of the Transfer (collectively, the “Transfer Terms”). MSG may elect, by delivering a written notice (an “Exercise Notice”) to the Azoff Trust within thirty (30) days after the date on which it received the Tag-Along Notice, to sell up to the Azoff Percentage of its Shares to the Proposed Transferees on the Transfer Terms. The Azoff Trust shall not, and Azoff Trust shall cause each of its Affiliates not to, Transfer any Shares to any Proposed Transferee unless the Proposed Transferee agrees to purchase from MSG on the Transfer Terms all of the Shares which MSG has elected to sell pursuant to the Exercise Notice (the actual number of such Shares, the “MSG Amount”). Alternatively, if the Proposed Transferee does not agree to purchase more than a number of Shares (such number, the “Purchase Limit”) that is less than the sum of the Azoff Amount and the MSG Amount, then each of the Azoff Trust and its Affiliates and MSG shall sell its pro rata share of the Purchase Limit to the Proposed Transferee. For purposes of this Section 3.4(b)(ii), the pro rata share of the Azoff Trust or any of its Affiliates or MSG shall be a frac tion, the numerator of which shall be the number of Shares held by it, and the denominator of which shall be the aggregate number of Shares held by the Azoff Trust and its Affiliates and MSG.

(c)       Purchase Price. The purchase price for the Shares purchased pursuant to this Section 3.4 (other than Section 3.4(b)(ii)) shall be the Selected Fair Value, determined pursuant to the provisions of Section 3.4(e) as of the date of the most recent financial statements of the Company available at the time that notice of exercise is delivered.

(d)       Purchase and Sale of Shares.

            (i)       The purchase and sale of the Shares under this Section 3.4 (other than Section 3.4(b)(ii)) shall be consummated at a closing the date and time of which shall be selected by the Designated Purchaser, and provided in writing to (x) in the case of the MSG Put, MSG or (y) in all other cases, the Azoff Trust (such party, the “Put/Call Seller”), at least seven days prior thereto; provided, that except as set forth in this Section 3.4(d), such date shall not be later than the later to occur of the 30th day following (x) the date of receipt of the relevant exercise notice, and (y) the final determination of the Selected Fair Value in accordance with Section 3.4(e); provided, further, that if the approval of any governmental authority is imposed by or required under any legal requirement with respect to the consummation of the purchase and sale of the Shares under this Section 3.4, the closing shall be deferred to a date not later than the fifth Business Day following the date the last such approval shall have been obtained or occurred. At such closing, each purchaser shall cause to be paid to the Put/Call Seller the applicable purchase price (such price being referred to as the “Put/Call Purchase Price”) by check or checks or wire transfer of immediately available funds, against delivery by the Put/Call Seller of the certificates evidencing the Shares to be sold by such seller to such

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purchaser, together with duly executed forms of assignment sufficient to transfer title thereto to such purchaser (in form and substance reasonably satisfactory to the Designated Purchaser) assigning such Shares to such purchaser, free and clear of any Encumbrances.

            (ii)       Alternatively, in the case of FLMG Holdings, FLMG Holdings may in its discretion elect to pay all or a portion of the Put/Call Purchase Price payable by FLMG Holdings in freely transferable (either pursuant to a registration statement on Form S-3 or another suitable registration form for the issuance by IAC to the Put/Call Seller, or pursuant to a resale prospectus on Form S-3 or similar form) listed shares of IAC common stock, par value $0.001 per share (the “IAC Common Stock”) with an IAC Common Stock fair market value equal to the Put/Call Purchase Price payable by FLMG Holdings (or, if applicable, the portion of the Put/Call Purchase Price payable by FLMG Holdings being paid with shares of IAC Common Stock). For purposes of this Agreement, the “IAC Common Stock fair market value” shall be equal, on the date of the closing, to the average of the last reported sales prices over the ten (10) trading day period ending on the day immediately prior to the date of the closing, during regular trading hours, of the IAC Common Stock on The NASDAQ National Market System (“NASDAQ”) (or, if the IAC Common Stock is listed on a national securities exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the IAC Common Stock is listed or admitted to trading). In the event that any portion of the Put/Call Purchase Price payable by FLMG Holdings is paid in IAC Common Stock pursuant to this Section 3.4(d)(ii) and the Put/Call Seller’s ability to resell the shares of IAC Common Stock during the ten (10) day period following their delivery pursuant to this Section 3.4(d)(ii) would be limited or restricted in any fashion other than by actions of the Put/Call Seller, including as a result of any standstill agreement, blackout period, failure of IAC to be timely in its filings under applicable securities laws or regulations, restrictions imposed by IAC on sales pursuant to any registration statement, cessation of trading in the IAC Common Stock or generally, failure of IAC to retain the listing of IAC Common Stock on a national securities exchange, or any similar restriction, then the payment in question shall be in cash rather than in IAC Common Stock.

(iii)       Alternatively, in the case of MMI and WMG Church, MMI and WMG Church may in their discretion elect to pay all or a portion of the Put/Call Purchase Price payable by MMI or WMG Church in freely transferable (either pursuant to a registration statement on Form S-3 or another suitable registration form for the issuance by WMG Parent to the Put/Call Seller, or pursuant to a resale prospectus on Form S-3 or similar form) listed shares of the common stock of WMG Parent, par value $0.001 per share (the “WMG Common Stock”) with a WMG Common Stock fair market value equal to the Put/Cal l Purchase Price payable by MMI or WMG Church (or, if applicable, the portion of the Put/Call Purchase Price payable by MMI or

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WMG Church being paid with shares of WMG Common Stock). For purposes of this Agreement, the “WMG Common Stock fair market value” shall be equal, on the date of the closing, to the average of the last reported sales prices over the ten (10) trading day period ending on the day immediately prior to the date of the closing, during regular trading hours, of the WMG Common Stock on The New York Stock Exchange, Inc., as reported in the principal consolidated transaction reporting system with respect to securities listed on such exchange. In the event that any portion of the Put/Call Purchase Price payable by MMI or WMG Church is paid in WMG Common Stock pursuant to this Section 3.4(d)(iii) and the Put/Call Seller’s ability to resell the shares of WMG Common S tock during the ten (10) day period following their delivery pursuant to this Section 3.4(d)(iii) would be limited or restricted in any fashion other than by actions of the Put/Call Seller, including as a result of any standstill agreement, blackout period, failure of WMG Parent to be timely in its filings under applicable securities laws or regulations, restrictions imposed by WMG Parent on sales pursuant to any registration statement, cessation of trading in the WMG Common Stock or generally, failure of WMG Parent to retain the listing of WMG Common Stock on a national securities exchange, or any similar restriction, then the payment in question shall be in cash rather than in WMG Common Stock.

(e)       Determination of Selected Fair Value.

            (i)       In the event any party exercises its right to buy or sell the Shares under this Section 3.4 (other than Section 3.4(b)(ii)), the Designated Purchaser and the Put/Call Seller shall attempt to come to an agreement regarding the Fair Value of the Shares. If the Put/Call Seller and the Designated Purchaser agree on such Fair Value in writing, such value shall be the Selected Fair Value. If the Put/Call Seller and the Designated Purchaser have not agreed on the Fair Value within thirty (30) days of the receipt of the exercise notice, then each of the Put/Call Seller and the Designated Purchaser shall submit their determination of Fair Value of the Shares (the “Fair Value Notice”) to an independent third party (the “Agent”) reasonably agreeable to both parties by the fortieth (40th) day following the date the exercise notice was delivered. Each party’s Fair Value Notice shall contain the party’s determination of Fair Value and any additional materials expressing the reasoning and analysis supporting such determination.

(ii)       After receipt of the Fair Value Notices, the Agent shall provide each party with the Fair Value Notice of the other party. If the parties’ determinations of Fair Value are within 10% of each other, then the Selected Fair Value shall be the average of the two determinations. In the event they are not, then within a fifteen (15) day period the Put/Call Seller and the Designated Purchaser shall jointly select an independent, nationally recognized valuation firm or investment bank (the “Baseball Arbitrator”) to resolve the dispute. In the event that both parties are not able t o reasonably agree upon a Baseball Arbitrator, each party will designate an independent third party (each, a

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“Representative”), and the Representatives will select an independent third party to serve as the Baseball Arbitrator. The Baseball Arbitrator will be provided each party’s Fair Value Notice and shall, within thirty (30) days, notify the parties of its selection of one of the two determinations of Fair Value, which Fair Value shall be chosen by the Baseball Arbitrator based on its determination that it more closely reflected the Fair Value (determined as set forth in the definition thereof) than the other original determination. This shall be the Selected Fair Value, which determination shall be final. One-half of the costs of the Baseball Arbitrator shall be borne by the Put/Call Seller and the other half shall be borne by the purchasers (which shall b e allocated among them on a pro rata basis based on the number of the Shares to be purchased by them).

            (iii)       Any opinions on value that are not contained in a party’s Fair Value Notice (including opinions of members of management of the Company, valuations or analyses undertaken for the Company’s internal corporate purposes and valuations of other companies for internal corporate purposes) may be prejudicial to the process contemplated by this Section 3.4 if used by the Designated Purchaser or the Put/Call Seller, and shall not be presented to the Baseball Arbitrator and, if so presented, shall not be taken into account by the Baseball Arbitrator in determining Fair Value. Additionally, neither the Designated Purchaser nor the Put/Call Seller shall convey to the Baseball Arbitrator, either verbally or in the Fair Value Notice, any positions or views expressed by the other party during their previous n egotiation of Fair Value.

            (iv)       For purposes of determining Fair Value pursuant to this Section 3.4, each of the parties shall be provided with relevant historical financial information for the Company and, to the extent available, the then-current twelve (12) month forecasts for the Company, but no party shall be furnished other forward looking information, due to the inherently speculative nature of such materials.

(f)       Obligations Accrue to Transferees.

(i)       The rights and obligations of the Azoff Trust under this Section 3.4 shall inure to the benefit of, and be binding upon, any Transferee of the Azoff Trust (including, for the avoidance of doubt, any Permitted Transferees) on a ratable basis based on the Common Stock Equivalents held by the Azoff Trust and its Transferees.

(ii)       The rights and obligations of FLMG Holdings, MMI and WMG Church or MSG, as applicable, under this Section 3.4 may, at its election, be transferred to any of its Transferees and if so Transferred, shall inure to the benefit of, and be binding upon, FLMG Holdings, MMI and WMG Church or MSG, as applicable, and its Transferees on a ratable basis based on the Common Stock Equivalents held by them. For avoidance of doubt, in any such circumstance, a Transferee whose shares are publicly listed on a national

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securities exchange or NASDAQ also shall have the ability to pay all or a portion of the Put/Call Purchase Price payable by such party in shares of such party’s stock, and the provisions of Sections 3.4(d)(ii) and (iii) shall apply mutatis mutandis.

(g)       Appointment of Representative.

            (i)       Following any Transfer of Shares (including any Transfer by the Azoff Trust to a Permitted Transferee), in the event multiple parties are selling Shares pursuant to the FLMG/WMG Call, the Azoff Put or the MSG Put, the party with the greatest number of Shares, in the aggregate, subject to the FLMG/WMG Call, the Azoff Put or the MSG Put, as applicable, shall control the valuation process for the selling stockholders, and if there are multiple purchasers, the Designated Purchaser shall control the valuation process for the purchasing stockholders. In the event two or more parties are selling, or two or more parties are required to purchase, an equal number of Shares pursuant to the Azoff Put, the FLMG/WMG Call or the MSG Put, as the case may be, then such parties shall mutually agree on a single representativ e to represent the selling stockholders or purchasing stockholders (as the case may be) in the valuation process.

(ii)       The representative appointed by the selling Stockholders under clause (i) of this Section 3.4(g) and the Designated Purchaser shall be responsible for, on behalf of the Stockholders it is representing, establishing Fair Value, delivering required notices, negotiating with the selling stockholders or purchasers (as the case may be), selecting the Baseball Arbitrator and all other relevant matters.

(h)       Termination. The provisions of this Section 3.4 shall terminate upon an initial Public Offering.

SECTION 3.5       Subsequent Stockholders.

(a)       As long as this Agreement remains in effect, and notwithstanding anything to the contrary contained herein, no Stockholder shall have the right to Transfer its Shares to a Transferee unless (i) such Transfer is made in compliance with the terms of this Agreement and (ii) the Transferee executes and delivers to the Company a signature page counterpart to this Agreement and an acceptance of all of the terms and conditions of this Agreement (including such other documents or instruments as may be required to effect the admission in the Company’s reasonable judgment) (such transferee is referred to herein as “Subsequent Stockholder”).

(b)       A Transferee who has qualified as a Subsequent Stockholder in accordance with this Section 3.5 shall have all the rights and powers and be subject to all the restrictions and liabilities of a Stockholder under this Agreement holding the same class of Shares; provided, that such Subsequent Stockholder shall not have any rights of a

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Stockholder, except to the extent rights are assigned to such Subsequent Stockholder as permitted by this Agreement.

(c)       A Transfer of a Stockholder’s Shares shall become effective on the date such Person’s name is recorded on the books and records of the Company. Upon such Transfer, (i) the Company shall amend Schedule A to reflect the name and address of, and number and class of Shares held by, such Subsequent Stockholder and to eliminate or adjust, if necessary, the name, address and interest of the predecessor of such Subsequent Stockholder (such revisions to be presented to the Board no later than at the next regular meeting of the Board) and (ii) to the extent of the Transfer to such Subsequent Stockholder, the Stockholder shall be relieved of its obligations under this Agreement.

ARTICLE IV

DIVIDENDS

SECTION 4.1       Annual Dividends. As soon as reasonably practicable after the end of each fiscal year of the Company, the Stockholders shall cause all Excess Cash to be distributed by the Company to the Stockholders pro rata in accordance with their respective Stockholder Percentages.

SECTION 4.2       Limitations on Dividends. Notwithstanding any other provision contained in this Agreement, the Company shall not make any distribution of Excess Cash (or other proceeds) to any Stockholder if such distribution would violate any applicable Law.

ARTICLE V

COVENANTS OF THE COMPANY

SECTION 5.1       Access. The Company hereby agrees that it shall provide each Stockholder and its accountants, counsel and other representatives such access, upon reasonable notice and during normal business hours, to the personnel, properties, contracts, files, documents and other books and records of the Company and its Subsidiaries as such Stockholder may reasonably request for accounting, tax or other purposes; provided, however, that (a) such Stockholde r shall reimburse the Company for any reasonable out-of-pocket expenses incurred by it or any of its Subsidiaries in complying with such request, (b) each Stockholder may make such request not more than once in any calendar year (provided, that each Stockholder shall be entitled to make any number of additional requests if such Stockholder shall need access to the personnel, properties, contracts, files, documents and other books and records of the Company and its Subsidiaries to comply with any applicable Law) and (c) no Stockholder shall conduct any such activities in a manner that would unreasonably interfere with the operation and management of the Company’s business.

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SECTION 5.2       Financial Information. The Company hereby further agrees that it shall maintain its accounting records in accordance with U.S. generally accepted accounting principles, applied on a consistent basis, and provide the Stockholders with:

(a)       for each quarterly period, copies of the Company’s unaudited financial statements for such quarterly period, not later than forty-five (45) days following the end of such quarterly period,

(b)       for each fiscal year, copies of the Company’s unaudited financial statements for such fiscal year, not later than sixty (60) days following the end of such fiscal year, and

(c)       copies of the Company’s annual budgets, any material forecasted changes to the Company’s annual budgets, and the Company’s actual monthly and year-to-date results, in each case under this subclause (c) from time to time if, as and when such information is prepared by the Company; it being agreed that the Company shall not be required to prepare any such budgets, changes thereto, or monthly or year-to-date results.

ARTICLE VI

GENERAL PROVISIONS

SECTION 6.1       Notices.

(a)       Except as specifically provided elsewhere in this Agreement, all notices, requests, consents or other communications to the Company or to any Stockholder hereunder shall be in writing and shall be given

            (i)       if to the Company:

1100 Glendon Avenue
Los Angeles, California 90024
Facsimile: (310) 209-3139
Attention: Chief Executive Officer

with a copy (which shall not constitute notice) to:

Loeb & Loeb LLP
10100 Santa Monica Boulevard
Los Angeles, California 90067
Attention: Harold A. Flegelman, Esq.
Telecopy: 310-919-3924

(ii)       if to a Stockholder, at the Stockholder’s address or facsimile number set forth on Schedule A under the heading entitled “Stockholders”, as such Schedule A may be amended or updated from time to time pursuant to this

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Agreement; or such other address or facsimile number as the Company or such Stockholder may hereafter specify by written notice to the others.

(b)       Each such notice, request, consent or other communication shall be given (i) by hand delivery, (ii) by nationally recognized overnight courier service, or (iii) by facsimile.

(c)       Each such notice, request, consent or other communication shall be deemed to be delivered (i) if delivered by hand, when delivered at the address specified in this Section 6.1, (ii) if delivered by nationally recognized overnight courier service, on the second following Business Day after delivery to such service or such mailing, and (iii) if given by facsimile, when such facsimile is transmitted to the facsimile number specified in this Section 6.1 and the appropriate confirmation is received.

SECTION 6.2       Amendments. Amendments to this Agreement may be made only as follows:

(a)       notwithstanding any other provision of this Agreement to the contrary, by a written instrument, at anytime in the 12 month period following the consummation of a Controlling Party Transaction, if the Controlling Party reasonably determines that the amendment is necessary to permit a consolidation of the financial statements of the Company with those of the Controlling Party and provided, that such amendment: (i) is effected only upon the consent of each of the Azoff Trust, FLMG Holdings, MMI and WMG Church (or any of their respective Permitted Transferees) to the extent each is still a holder of shares of Common Stock of the Company, which may be withheld or granted in each of their sole discretion and which shall be evidenced by a wri tten instrument signed thereby, (ii) may amend clauses (c), (d), (l) and/or (o) of Section 2.2 to provide instead that approval thereunder shall only be required if the Company: (A) appoints or removes any executive officer of the Company or makes any material change to the compensation of any such executive officer to the extent that such change would result in payments of more than $500,000 in any Contract Year; (B) consummates any Acquisition or investment in any Person having a value in excess of $10,000,000 individually, or in excess of $25,000,000 in the aggregate (calculated without giving effect to any transactions having a value of $10,000,000 or less) in any fiscal year; (C) creates or permits to exist any Encumbrance other than Encumbrances arising in the ordinary course of business; and (D) takes any action outside the ordinary course of business, other than as set forth in this Section 2.2, that is material to the business, cash flow or long term viability of the Company, taken as a whole and (i ii) may amend solely those provisions of this Agreement as are required, upon the reasonable determination of the Controlling Party based upon the advice of the Controlling Party’s independent public accountants, to permit such consolidation and that does not disproportionately and adversely impact any Stockholder as compared to any other Stockholder under this Agreement or under applicable Law; and provided further that, the parties hereto acknowledge that the amendments described in the foregoing subsections 6.2(a)(ii) and 6.2(a)(iii) would not disproportionately and adversely impact any Stockholder as compared to any other Stockholder under this Agreement or under applicable Law; and

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(b)       in all other instances, by a written instrument signed by the Stockholders holding at least 75% of the Common Equivalent Shares held by the parties hereto as of the date of this Agreement (which must include the Azoff Trust in the event that the Azoff Trust is still a holder of shares of Common Stock of the Company); provided, that any amendment to this Agreement pursuant to this Section 6.2(b) that would, directly or indirectly have a disproportionate, as compared to any other Stockholder, adverse effect on the rights of MSG or a Subsequent Stockholder of its Shares as a Stockholder or Subsequent Stockholder, as applicable, under this Agreement or under applicable Law, shall require the approval of Stockholders holdin g at least 100% of the Common Equivalent Shares. The Company shall send to each Stockholder a copy of any amendment to this Agreement. Notwithstanding the foregoing, the Company may amend Schedule A from time to time as contemplated by Section 3.5(c). Any amendment or revision to Schedule A hereto or to the Company’s records to reflect information regarding Stockholders shall not be deemed an amendment to this Agreement.

SECTION 6.3       Confidentiality. Each Stockholder agrees that such Stockholder shall keep confidential, and shall not disclose to any third Person or use for its own benefit, without the consent of the Board, any non-public information with respect to the Company (including any Person in which the Company holds, or contemplates acquiring, an investment) that is in such Stockholder’s possession on the date hereof or disclosed to such Stockholder by or on behalf of the Company, provided that a Stockholder may disclose any such information (i) as has become generally available to the public, (ii ) to its employees and professional advisers who need to know such information and agree to keep it confidential, (iii) to the extent required in order to comply with contractual reporting obligations, to its limited partners or stockholders who have agreed to keep such information confidential, (iv) to the extent necessary in order to comply with any law, order, regulation or ruling applicable to such Stockholder, including the rules of any stock exchange on which the securities of such Stockholder or any of its Affiliates are listed and (v) as may be required in response to any summons or subpoena or in connection with any litigation, it being agreed that, unless such information has become generally available to the public, if such information is being requested pursuant to a summons or subpoena or a discovery request in connection with a litigation, (x) the Stockholder shall give the Company notice of such request and shall cooperate with the Company at the Company’s request so that the Company may, in its discretion, seek a protective order or other appropriate remedy, if available, and (y) in the event that such protective order is not obtained (or sought by the Company after notice), the Stockholder (a) shall furnish only that portion of the information which, in accordance with the advice of counsel, is legally required to be furnished and (b) will exercise its reasonable efforts to obtain assurances that confidential treatment will be accorded such information.

SECTION 6.4       No Other Restrictions. In light of the fact that the Stockholders and their respective Affiliates have other business operations and investments, each party to this Agreement acknowledges that, except as otherwise set forth in this Agreement, the FL Purchase Agreement and the Azoff Employment Agreement (including without limitation Section 9 thereof), each of the Stockholders and their respective Affiliates shall be free to operate their respective businesses in their own

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best interests, and none of the parties (nor their respective Affiliates) shall be in any way prohibited or restricted from engaging or investing in, directly or indirectly, any business opportunity of any type or description, or obligated to present any business opportunity to the Company or to any other Stockholder.

SECTION 6.5       Entire Agreement. This Agreement (including the Schedule attached hereto), together with the FL Purchase Agreement, the MSG Purchase Agreement, the Front Line Side Letter, the Azoff Employment Agreement and the Restricted Stock Award Agreement, shall constitute the entire agreement and understanding among the parties hereto with respect to the subject matter hereof and shall supersede any prior understanding or agreement, oral or written with respect thereto. There are no representations, agreements, arrangements or understandings, oral or written, between or among the Stockholders relating only to the subject matter of this Agreement that are not fully expressed herein or therein.

SECTION 6.6       Successors and Assigns; Binding Effect. Except as otherwise set forth in this Agreement, no Stockholder shall assign all or any part of its rights or obligations under this Agreement to any Person. This Agreement and all of the terms and provisions hereof shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective legal representatives, heirs, successors and permitted assigns.

SECTION 6.7       Severability. If any provision of this Agreement, or the application of such provision to any Person or circumstance or in any jurisdiction, shall be held to be invalid or unenforceable to any extent, (a) the remainder of this Agreement shall not be affected thereby, and each other provision hereof shall be valid and enforceable to the fullest extent permitted by law, (b) as to such Person or circumstance or in such jurisdiction such provision shall be reformed to be valid and enforceable to the fullest extent permitted by law and (c) the application of such provision to other Persons or circumstances or in other jurisdictions shall not be affected thereby. Any default hereunder by a Stockholder shall not excuse a def ault by any other Stockholder.

SECTION 6.8       No Waiver. Neither the failure nor delay on the part of any party hereto to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or of any other right, remedy, power or privilege, nor shall any waiver of any right, remedy, power or privilege with respect to any occurrence be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence. No waiver shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver.

SECTION 6.9       Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.

SECTION 6.10       Judicial Proceedings. In any judicial proceeding involving any dispute, controversy or claim arising out of or relating to this Agreement or

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the Company or its operations, each of the Stockholders and the Company unconditionally accepts the non-exclusive jurisdiction and venue of any United States District Court located in the State of Delaware, or of the Court of Chancery of the State of Delaware, and the appellate courts to which orders and judgments thereof may be appealed. In any such judicial proceeding, the Stockholders agree that in addition to any method for the service of process permitted or required by such courts, to the fullest extent permitted by law, service of process may be made by delivery provided pursuant to the directions in Section 6.1.  EACH OF THE STOCKHOLDERS HEREBY WAIVES TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING ANY DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR RELATING TO THE COMPANY OR ITS OPERATIONS.

SECTION 6.11       Aggregation of Shares. All Shares held or acquired by a Stockholder and its Affiliates shall be aggregated together for purposes of determining the rights or obligations of a Stockholder, or application of any restrictions to a Stockholder, under this Agreement, in each instance in which such right, obligation or restriction is determined by any ownership threshold.

SECTION 6.12       Equitable Relief. The Stockholders hereby confirm that damages at law would be an inadequate remedy for a breach or threatened breach of this Agreement and agree that, in the event of a breach or threatened breach of any provision hereof, the respective rights and obligations hereunder shall be enforceable by specific performance, injunction or other equitable remedy, but, nothing herein contained is intended to, nor shall it, limit or affect any right or rights at law or by statute or otherwise of a Stockholder aggrieved as against another Stockholder for a breach or threatened breach of any provision hereof, it being the intention by this Section 6.12 to make clear the agreement of the Stockholders that the respect ive rights and obligations of the Stockholders hereunder shall be enforceable in equity as well as at law or otherwise and that the mention herein of any particular remedy shall not preclude a Stockholder from any other remedy it or he might have, either in law or in equity.

SECTION 6.13       Headings and Captions. The headings, subheadings and captions contained in this Agreement are included for convenience of reference only, and in no way define, limit or describe the scope of this Agreement or the intent of any provision hereof.

SECTION 6.14       Counterparts. This Agreement and any amendment hereto may be signed in any number of counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one Agreement (or amendment, as applicable).

SECTION 6.15       WMG Guarantee. WMG Guarantor hereby irrevocably guarantees the punctual payment of all sums, and the punctual performance of all obligations, by MMI and WMG Church hereunder. This is an absolute and unconditional guarantee of payment and performance and may be proceeded against WMG Guarantor before taking any action against MMI or WMG Church or after any action against MMI and/or WMG Church has been commenced.

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SECTION 6.16       IAC Guarantee. With effect from December 7, 2007, IAC hereby irrevocably guarantees the punctual payment of all sums, and the punctual performance of all obligations, by FLMG Holdings hereunder (the “IAC Guaranty”); provided, that, in connection with a Transfer of IAC’s Shares permitted by this Agreement, this IAC Guaranty may be transferred and assigned by IAC to the ultimate parent company of any such transferee without the consent of any of the Stockholders or the Company. This IAC Guaranty is an absolute and unconditional guarantee of payment and performance and may be proceeded on against IAC (or its permitted transferee under this Section 6.16) before taking any action against FLMG Holdings or after any action against FLMG Holdings has been commenced. Without limiting the foregoing, the parties hereto acknowledge and agree that in connection with the contemplated Transfer of the Shares (directly or indirectly) to Ticketmaster (or a subsidiary thereof) in connection with IAC’s publicly-announced plans to distribute the stock of Ticketmaster to IAC’s stockholders or in connection with any other sale, merger or other disposition of Ticketmaster by IAC, IAC’s obligations hereunder may be transferred and assigned to Ticketmaster (or the publicly traded parent entity of Ticketmaster). Upon any transfer of this IAC Guaranty as contemplated by this Section 6.16, IAC shall be relieved of al l of its obligations hereunder.

SECTION 6.17       MSG Guarantee. In connection with any Transfer by MSG of its Shares to any of its Permitted Transferees, MSG shall irrevocably guarantee the punctual payment of all sums, and the punctual performance of all obligations, by such Permitted Transferee hereunder. Such guarantee shall be an absolute and unconditional guarantee of payment and performance and may be proceeded against MSG before taking any action against such Permitted Transferee or after any action against such Permitted Transferee has been commenced.

SECTION 6.18       Lapse of Option. The parties hereto acknowledge that notwithstanding the exercise by the Azoff Trust of the option set forth in Section 3.3(a) of the Original Agreement, none of IAC, MMI, WMGUK, WMG Church or any of their Affiliates has any obligation to sell Shares to Anschutz Entertainment Group.

[remainder of page left intentionally blank]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the date first above written.

FRONT LINE MANAGEMENT GROUP, INC.


By: /s/ Irving Azoff                                          
Name:                                                            
Title:                                                               

THE AZOFF FAMILY TRUST OF 1997


By: /s/ Irving Azoff                                          
Name:                                                            
Title:                                                               
FLMG HOLDINGS CORP.


By: /s/ Gregg Winlarski                                   
Name: Gregg Winlarski                                   
Title: Vice President                                        

IAC/INTERACTIVECORP
(solely for purposes of Section 6.16)


By: /s/ Gregg Winlarski                                   
Name: Gregg Winlarski                                   
Title: VP & Associate General Counsel            
MM INVESTMENT INC.


By: /s/ Paul Robinson                                      
Name: Paul Robinson                                      
Title: VP                                                         

WMG CHURCH STREET LIMITED


By: /s/ Paul Robinson                                      
Name: Paul Robinson                                      
Title: Director                                                  

[Second Amended and Restated Stockholders’ Agreement]

 

WARNER MUSIC INC.
(solely for purposes of Section 6.15)


By: /s/ Paul Robinson                                      
Name: Paul Robinson                                      
Title: EVP & General Counsel                         

MADISON SQUARE GARDEN, L.P.


By: /s/ [illegible]                                               
Name:                                                             
Title:                                                                

[Second Amended and Restated Stockholders’ Agreement]

EX-99.1

Exhibit 99.1

TICKETMASTER ENTERTAINMENT, INC. ANNOUNCES COMPLETION
OF TRANSACTION TO ACQUIRE CONTROLLING INTEREST IN
FRONT LINE MANAGEMENT

WEST HOLLYWOOD, Calif., Oct 31, 2008 (GlobeNewswire via COMTEX News Network) --Ticketmaster Entertainment, Inc. (Nasdaq:TKTM), a leading diversified live entertainment ticketing and marketing company, today announced the completion of the previously announced transaction to acquire a controlling equity interest in Front Line Management Group, Inc., for $123 million in cash. In connection with the transaction, the company changed its name from Ticketmaster to Ticketmaster Entertainment, Inc. Ticketmaster Entertainment consists of both Ticketmaster, the world's leading live entertainment ticketing and marketing company, and Front Line, the world's leading artist management company, and is uniquely positioned to transform the music and live entertainment industries by strengthening the artist-to-fan experience. Irving Azoff, founder and chief executi ve officer of Front Line, has assumed the post of chief executive officer of Ticketmaster Entertainment. Additionally, Ticketmaster Entertainment appointees include: Sean Moriarty, president of Ticketmaster Entertainment, Inc. and chief executive officer of Ticketmaster; Terry Barnes, chairman of Ticketmaster; Eric Korman, president of Ticketmaster; and Howard Kaufman, special advisor to Mr. Azoff.

About Ticketmaster Entertainment, Inc.

Ticketmaster Entertainment consists of Ticketmaster and Front Line Management Group. As the world's leading live entertainment ticketing and marketing company, Ticketmaster connects the world to live entertainment. Ticketmaster operates in 20 global markets, providing ticket sales, ticket resale services, marketing and distribution through www.ticketmaster.com, one of the largest e-commerce sites on the Internet; approximately 6,700 retail outlets; and 19 worldwide call centers. Established in 1976, Ticketmaster serves more than 10,000 clients worldwide across multiple event categories, providing exclusive ticketing services for leading arenas, stadiums, professional sports franchises and leagues, college sports teams, performing arts venues, museums, and theaters. In 2007, the company sold more than 141 million tickets valued at over $8.3 billion on behalf of its clients . Ticketmaster Entertainment acquired a controlling interest in Front Line Management Group in October 2008. Founded by Irving Azoff and Howard Kaufman in 2004, Front Line is the world's leading artist management company, with nearly 200 clients and more than 80 executive managers. Front Line represents a wide range of major artists, including the Eagles, Jimmy Buffett, Neil Diamond, Van Halen, Fleetwood Mac, Christina Aguilera, Stevie Nicks, Aerosmith, Steely Dan, Chicago, Journey, and Guns N' Roses. Ticketmaster Entertainment, Inc. is headquartered in West Hollywood, California (Nasdaq:TKTM).

Forward-Looking Statement

This news release may contain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. These forward-looking statements include statements relating to Ticketmaster Entertainment, Inc.'s (the "Company's") anticipated

financial performance, business prospects, new developments and similar matters, and/or statements that use words such as "anticipates," "estimates," "expects," "intends," "plans," "believes" and similar expressions. An such forward-looking statements are not guarantees of future performance or results and involve risks and uncertainties that may cause actual performance or results to differ materially from those in the forward-looking statements, including those risks and uncertainties related to the Company's ability to operate effectively as a public company following its recent spin-off from IAC; changes in economic conditions generally or in the live entertainment industry; the ability of the Company to retain existing and obtain new clients; the Company's ability to maintain its brand recognition and attract and retain customers in a cost-effective manner; integration of historical and future acquisitions, including the Front Line acquisition; the Company's ability to expand successfully in international markets; changing customer requirements and industry standards; regulatory changes; and the other risks detailed from time to time in the Company's SEC reports, including the most recent reports on Forms S-1, 10-Q and 8-K, each as it may be amended from time to time. The Company assumes no obligation to update these forward-looking statements in order to reflect events or circumstances that may arise after the date of this release, except as required by law.