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):     September 17, 2015

SFX Entertainment, Inc.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

001-36119	90-0860047
(Commission File Number)	(IRS Employer Identification No.)

902 Broadway, 15th Floor
New York, New York	10010
(Address of principal executive offices)	(Zip Code)

(646) 561-6400

(Registrant’s telephone number, including area code)

(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 (see General Instruction A.2.):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01Entry into a Material Definitive Agreement.

On September 17, 2015, SFX Entertainment, Inc. (the “Company”) entered into a series of transactions designed to secure capital for new initiatives and operating and working capital needs, including (i) the assignment of its existing $30 million revolving credit facility to affiliates of GoldenTree Asset Management LP, and the entry into certain amendments to the related credit agreement, (ii) the sale of $30 million of new Series A Preferred Stock, par value $0.001 per share (the “Series A Preferred Stock”), to an affiliate of Robert F.X. Sillerman, the Company’s Chairman and Chief Executive Officer, and (iii) the issuance of $30 million of new Series B Convertible Preferred Stock, par value $0.001 per share (the “Series B Preferred Stock”), to an institutional investor, in each as case as summarized in greater detail below.  The shares of Series A Preferred Stock and Series B Preferred Stock are subordinate in all respects to the Company’s 9.625% notes due in 2019 and the revolving credit facility.

Amendment and Restatement Agreement

On September 17, 2015, the Company and certain of its subsidiary guarantors entered into an Amendment and Restatement Agreement (the “Amendment”) with Barclays Bank PLC, as administrative agent, and the lenders party thereto, in respect of the Company’s Credit Agreement, dated February 7, 2014, as amended (the “Credit Agreement”).  Among other things, the Amendment modifies the Credit Agreement by (i) reinstating a maximum total leverage ratio and a minimum interest coverage ratio financial covenant, (ii) increasing the applicable margins for base rate loans and Eurodollar loans to 9.00% per annum and 10.00% per annum, respectively, and instituting a 1.00% LIBOR floor, (iii) eliminating or restricting certain exceptions to the negative covenants and (iv) extending the maturity date of the Credit Agreement from February 7, 2017 to September 17, 2017.  Pursuant to the Amendment, prepayments of loans automatically reduce the commitments under the Credit Agreement.   In addition, as previously disclosed, in connection with a previous amendment to the Credit Agreement, the Company entered into a commitment letter (the “Commitment Letter”) with Sillerman Investment Company III LLC (“SIC”), an entity controlled by Mr. Sillerman, pursuant to which SIC committed to cash collateralize any credit extensions under the Credit Agreement in an aggregate amount of up to $31.5 million for a period of one year.  In connection with the Amendment, the cash collateral was released and the Commitment Letter was terminated.

The foregoing description of the Amendment in this Current Report on Form 8-K (this “Current Report”) does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which will be filed with the Company’s Quarterly Report on Form 10-Q for the quarterly period ending September 30, 2015, which the Company intends to file in November 2015.

Series A Subscription Agreement; Series A Preferred Stock

On September 17, 2015, the Company entered into a Subscription Agreement with SIC (the “Series A Subscription Agreement”) pursuant to which SIC agreed to purchase from the Company an aggregate of 300 shares (the “Series A Preferred Shares”) of the Company’s new Series A Preferred Stock for an aggregate purchase price of $30.0 million, at a price of $100,000 per share.  Pursuant to the Series A Subscription Agreement, SIC purchased $15.0 million of Series A Preferred Stock on September 17, 2015 and is obligated to purchase an additional $2.5 million of Series A Preferred Stock on six subsequent closings to be held every fifth day following the initial closing.  The Series A Subscription Agreement contains customary representations, warranties and covenants from the Company and SIC relating to the transaction.

Dividends. Dividends on the Series A Preferred Stock accrue at the rate of 29.5% per annum on the sum of the liquidation value, which is $100,000 per share of Series A Preferred Stock (the “Liquidation Value”), plus accrued and accumulated dividends, until the aggregate Liquidation Value of and accrued and accumulated dividends on the outstanding shares of Series A Preferred Stock is equal to $53.0 million.  Thereafter, dividends on the Series A Preferred Stock accrue at the rate of 9.0% per annum and are payable in cash or, with the consent of the holders of a majority of the outstanding shares of Series A Preferred Stock, in shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), subject to certain limitations set forth in the Certificate of Designations, Rights and Preferences of the Series A Preferred Stock (the “Series A Certificate of Designation”).

Voting Rights. The holders of the Series A Preferred Stock have no voting rights other than voting rights prescribed by law.

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Liquidation Preference. In connection with a liquidation event (as further described in the Series A Certificate of Designation), any payment due on the Series A Preferred Stock must be made payable prior to, and in preference of, any junior securities of the Company, including the Common Stock.

Change of Control. The Company may not enter into, consummate, approve or recommend any proposed transaction (or any agreement with respect thereto) that results or would result in a Change of Control (as defined in the Series A Certificate of Designation) unless (i) either (x) such transaction is approved by a vote, or by consent, of the holders of a majority of the outstanding shares of Series A Preferred Stock, or (y) the acquiror in such Change of Control agrees to purchase each share of Series A Preferred Stock then outstanding for cash at the Liquidation Value of each such share of Series A Preferred Stock, plus all unpaid accrued and accumulated dividends on such share (whether or not declared) and (ii) any such Change of Control is conditioned upon the consummation of such purchase by such acquiror and such purchase must occur simultaneously with the consummation of the Change of Control transaction.

Ranking.  With respect to payment of dividends and distribution of assets upon liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, all shares of the Series A Preferred Stock rank senior to all junior securities, including Common Stock, and junior to the Series B Preferred Stock (as defined below).

The issuance of the Series A Preferred Stock was approved by the previously established special committee of independent directors of the Company.

The foregoing descriptions of the Series A Subscription Agreement and the Series A Certificate of Designation in this Current Report do not purport to be complete and are qualified in their entirety by reference to the Series A Subscription Agreement and the Series A Certificate of Designation, copies of which are filed as Exhibit 10.1 and Exhibit 3.1, respectively, to this Current Report and incorporated herein by reference.

Voting and Support Agreement

Concurrently with the execution and delivery of the Series A Subscription Agreement, Mr. Sillerman, SIC, and ESFX LLC (“ESFX”), an affiliate of Mr. Sillerman, entered into a Voting and Support Agreement with the Company on September 17, 2015, and subsequently entered into an amendment to the agreement on September 22, 2015 (as amended, the “Voting Agreement”). As of September 17, 2015, Mr. Sillerman, SIC and ESFX (collectively, the “Stockholders”) have beneficial ownership of approximately 37.8% of the Company’s total issued and outstanding shares of Common Stock.  Pursuant to the Voting Agreement, the Stockholders have agreed to vote all shares of Common Stock owned by them in favor of (i) the adoption of a definitive agreement (a “Definitive Agreement”) for a transaction involving the sale of the Company that is recommended by the special committee of the board of directors of the Company (the “Board”) charged with managing the sales process (a “Recommended Transaction”) and (ii) the approval of the transactions contemplated by such Definitive Agreement and against any other action or agreement that (1) would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Stockholders under the Voting Agreement, (2) could reasonably be expected to result in any of the conditions to the consummation of the Recommended Transaction under the Definitive Agreement not being fulfilled or (3) is intended or would reasonably be expected to prevent, impede, frustrate, interfere with, delay, postpone or adversely affect the Recommended Transaction and the other transactions contemplated by the Definitive Agreement.

The Voting Agreement will terminate on December 31, 2015 unless otherwise agreed to by the parties, except that if the Company enters into a Definitive Agreement for a Recommended Transaction prior to such date, the obligation of the Stockholders to vote in favor of such Recommended Transaction will remain in effect until the earlier of (1) the consummation of the Recommended Transaction and (2) the six month anniversary of the execution of the Definitive Agreement relating to the Recommended Transaction.

The foregoing description of the Voting Agreement in this Current Report does not purport to be complete and is qualified in its entirety by reference to the Voting and Support Agreement and Amendment No. 1 to Voting and Support Agreement, copies of which are filed as Exhibit 10.2 and Exhibit 10.3, respectively, to this Current Report and incorporated herein by reference.

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Series B Purchase Agreement; Series B Convertible Preferred Stock

On September 17, 2015 (the “Series B Issuance Date”), the Company entered into a Securities Purchase Agreement (the “Series B Purchase Agreement”) with funds managed by Allianz Global Investors U.S. LLC (the “Series B Purchasers”) pursuant to which the Series B Purchasers purchased from the Company an aggregate of 30,000 shares (the “Series B Preferred Shares” and, together with the Series A Preferred Shares, the “Preferred Shares”) of new Series B Preferred Stock for an aggregate purchase price of $30.0 million, at a price of $1,000 per share (the “Series B Original Issue Price”). Pursuant to the Series B Purchase Agreement, among other things, the Company agreed to file with the Securities and Exchange Commission (the “SEC”) a registration statement covering the resale of the Series B Preferred Shares not later than 90 days after the Series B Issuance Date and to use commercially reasonable efforts to cause such registration statement to be declared effective by the SEC not later than 150 days after the Series B Issuance Date, subject to certain exceptions set forth therein.  The Series B Purchase Agreement also contains customary representations, warranties and covenants from the Company and the Series B Purchasers relating to the transaction.

Dividends.  Cumulative dividends on the Series B Preferred Stock accrue, whether or not declared by the Board and whether or not there are funds legally available for the payment of dividends, at the rate of 9% per annum on the sum of the Series B Original Issue Price thereof plus all unpaid accrued and accumulated dividends thereon.  All accrued dividends on any share of Series B Preferred Stock will be paid in cash out of funds legally available, or, with the consent of the holders of a majority of the Series B Preferred Stock, in shares of Common Stock with a value equal to the dividends then due therefor or upon a liquidation of the Series B Preferred Stock in accordance with the provisions of the certificate of designation for the Series B Preferred Stock (the “Series B Certificate of Designation”); provided that to the extent not paid on the last day of March, June, September and December of each calendar year (each such date, a “Dividend Payment Date”), all accrued dividends on any share shall accumulate and compound on the applicable Dividend Payment Date whether or not declared by the Board and shall remain accumulated, compounding dividends until paid or converted in accordance with the terms of the Series B Certificate of Designation; provided further that the first Dividend Payment Date will commence on December 31, 2015.  All accrued and accumulated dividends on the shares of Series B Preferred Stock shall be prior and in preference to any dividend on any securities junior to the Series B Preferred Stock (the “Junior Securities”), including the Common Stock and the Series A Preferred Stock, and shall be fully declared and paid before any dividends are declared and paid, or any other distributions, repurchases or redemptions are made, on any Junior Securities, subject to certain exceptions set forth in the Series B Certificate of Designation.  Pursuant to the Series B Certificate of Designation, the Company may not issue any shares of Common Stock as dividends to holders of the Series B Preferred Stock to the extent that, upon giving effect to such issuance, the aggregate number of shares of Common Stock beneficially owned by such holder and its affiliates, including any shares of Common Stock issued upon conversion of shares of Series B Preferred Stock in accordance with the Series B Certificate of Designation, exceeds 19.99% of the Common Stock or 19.99% of the voting power of the Company (calculated in accordance with the applicable NASDAQ rules and regulations) (the “Issuance Limitation”), unless the Company obtains the requisite shareholder approval under applicable NASDAQ rules.  The Series B Certificate of Designation also provides that in addition to the dividends accruing on the Series B Preferred Stock, if the Company declares or pays a dividend or distribution on the Common Stock, the Company will simultaneously declare and pay a dividend on the Series B Preferred Stock as set forth therein.

Voting Rights. The holders of the Series B Preferred Stock have no voting rights with respect to the Series B Preferred Stock other than voting rights prescribed by law.

Certain Restrictions.  The terms of the Series B Certificate of Designation impose certain restrictions on the Company, including, among others, a restriction that, subject to certain exceptions, the Company may not, when dividends payable on the Series B Preferred Stock are in arrears, declare or pay dividends on, make any other distributions on, or redeem or purchase or otherwise acquire for consideration any Junior Securities.

Liquidation; Change of Control; Sillerman Transaction.  In the event of a Liquidation (as defined in the Series B Certificate of Designation), holders of the Series B Preferred Stock will be entitled to be paid out of the assets of the Company available for distribution to its stockholders, before any payment is made to holders of any Junior Securities, an amount in cash equal to the aggregate Liquidation Value (as defined in the Series B Certificate of Designation) of all shares of Series B Preferred Stock held by such holder.

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Upon the consummation of a Change of Control (as defined in the Series B Certificate of Designation) transaction, the Series B Preferred Stock holders will, in consideration for cancellation of their shares, be entitled to the same rights such holders are entitled to upon the occurrence of a Liquidation, plus the then present value at such time of all required dividend payments due pursuant to the Series B Certificate of Designation through the date that is 18 months prior to the Initial Conversion Date (as defined below), computed using a discount rate equal to the Treasury Rate (as defined in the Series B Certificate of Designation) plus 50 basis points.

In addition, pursuant to the Series B Certificate of Designation, if a transaction occurs pursuant to which Mr. Sillerman and his affiliates become beneficial owners of the Company’s securities representing more than 50% of the voting power of the then outstanding securities of the Company (“Sillerman Transaction”), to the extent the lowest price paid for a share of Common Stock in such Sillerman Transaction is less than the Conversion Price (as defined below) in effect immediately prior to such Sillerman Transaction, the Conversion Price then in effect shall be reduced to such lowest price paid.  Subject to the terms of the indenture governing the Company’s second lien secured notes due 2019 (the “Indenture”), upon any conversion of the Series B Preferred Stock by a holder as of or following the closing of a Sillerman Transaction, such holder shall be entitled to be paid in cash, for each share of Series B Preferred Stock then converted, the then present value at such time of all required dividend payments due on such share of Series B Convertible Preferred Stock pursuant to the Series B Certificate of Designation through the date that is 18 months prior to the Initial Conversion Date, computed using a discount rate equal to the Treasury Rate plus 50 basis points; provided, however, that the holders of the Series B Preferred Stock will not be entitled to such present value with respect to shares of Series B Preferred Stock that have not been converted.  If the cash amount required by the preceding sentence is not made as a result of a limitation in the Indenture, the Company is required to immediately issue to the relevant holder a number of shares of Common Stock with a value equal to the cash amount that has not been paid subject to the Issuance Limitation and certain other limitations set forth in the Series B Certificate of Designation, provided that the Company shall issue any shares not issued as a result of such limitations as soon as practicable when such limitations no longer would prohibit such issuance.

Optional and Automatic Conversion into Common Stock.  At any time after the Series B Issuance Date, any holder of Series B Preferred Stock has the right to convert all or any portion of the outstanding shares of Series B Preferred Stock held by such holder along with the aggregate accrued or accumulated and unpaid dividends thereon into an aggregate number of shares of Common Stock as is determined by (i) multiplying the number of shares of Series B Preferred Stock to be converted by the Series B Original Issue Price (ii) adding to the result all accrued and accumulated or declared and unpaid dividends on such shares to be converted, and then (iii) dividing the result by the conversion price in effect immediately prior to such conversion. The initial conversion price per share (the “Conversion Price”) is $1.75, subject to various anti-dilution adjustments as set forth in the Series B Certificate of Designation.

In addition, on the date that is 36 months from the Series B Issuance Date (the “Initial Conversion Date”) and on the date that is three, six, nine and twelve months following the Initial Conversion Date (each, an “Automatic Conversion Date”), 20% of the outstanding shares of Series B Preferred Stock held by each holder automatically converts (with all remaining outstanding shares of Series B Preferred Stock converting on the final Automatic Conversion Date) along with the aggregate accrued or accumulated and unpaid dividends on such shares to be converted into an aggregate number of shares of Common Stock as is determined by (i) multiplying the number of shares of Series B Preferred Stock to be converted by the Series B Original Issue Price, (ii) adding to the result all accrued and accumulated and unpaid dividends on such shares to be converted, and then (ii) dividing the result by the applicable Conversion Price then in effect.

Pursuant to the Series B Certificate of Designation, the Company shall not effect any conversion of Series B Preferred Stock (whether optional or automatic) and a holder of Series B Preferred Stock shall not have the right to convert any shares of Series B Preferred Stock to the extent that, upon giving effect to such conversion, the aggregate number of shares of Common Stock beneficially owned by a holder and its affiliates, including any shares issued as a dividend pursuant to the Series B Certificate of Designation, exceeds the Issuance Limitation, unless the Company obtains the requisite shareholder approval under applicable NASDAQ rules.

Ranking.  With respect to payment of dividends and distribution of assets upon liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, the Series B Preferred Stock ranks senior to the Junior Securities.

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Breaches of Obligations.  The Series B Certificate of Designation provides for certain consequences upon the occurrence of a Series B Convertible Preferred Stock Breach (as defined in the Series B Certificate of Designation and includes, among other things, the failure of the Company (i) to pay dividends when due and (ii) make any liquidation payment when due).  If a Series B Convertible Preferred Stock Breach has occurred and is continuing, the dividend rate on the Series B Preferred Stock will increase immediately by an increment of 1.5% per annum, and thereafter will automatically increase further at the end of each succeeding 90-day period following the date of the initial Series B Convertible Preferred Stock Breach by an additional increment of 1% per annum, until no Series B Convertible Preferred Stock Breach exists; provided however that in no event shall the aggregate dividend rate accruing pursuant to the Series B Certificate of Designation exceed 15% per annum.  In addition, if a Series B Convertible Preferred Stock Breach has occurred and is continuing for a period of ten days, the then current Conversion Price of the Series B Preferred Stock will be reduced immediately to 90% of the Conversion Price in effect immediately prior to such reduction.

The foregoing descriptions of the Series B Purchase Agreement and the Series B Certificate of Designation in this Current Report do not purport to be complete and are qualified in their entirety by reference to the Series B Purchase Agreement and the Series B Certificate of Designation, copies of which are filed as Exhibit 10.4 and Exhibit 3.2, respectively, to this Current Report and incorporated herein by reference.

Item 1.02Termination of a Material Definitive Agreement.

The information set forth under Item 1.01 of this Current Report regarding the termination of the Commitment Letter is incorporated herein by reference.

Item 2.03Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 of this Current Report is incorporated herein by reference.

Item 3.02Unregistered Sales of Equity Securities.

The information set forth under Item 1.01 of this Current Report is incorporated herein by reference.

The Preferred Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States absent the registration of the resale of the Preferred Shares or an applicable exemption from the registration requirements of the Securities Act. The Preferred Shares were sold in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D thereunder. Each investor provided written representations to the Company regarding its suitability to invest in the Preferred Shares, including, without limitation, a representation that such investor qualifies as an “accredited investor” as that term is defined under Rule 501(a) promulgated under the Securities Act.  The Company did not engage in general solicitation in connection with the sale of the Preferred Shares.

Item 3.03Material Modification to Rights of Security Holders.

The information set forth under Item 1.01 of this Current Report is incorporated herein by reference.

Item 5.03Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information set forth under Item 1.01 of this Current Report is incorporated herein by reference.

Item 7.01Regulation FD Disclosure.

The Company continues to pursue additional marketing partnerships and expand upon its current partnerships.  In particular, the Company recently entered into a term sheet with a new business entity that will, among other things, provide certain technology and payment services to the Company in connection with the Company’s global strategic alliance with MasterCard, in exchange for certain marketing and exclusivity rights.  Under this

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arrangement, the Company expects to receive $25 million a year in cash for services rendered, subject to accounting revenue recognition to be determined in any given period.  The arrangement remains subject to further negotiation of key terms and the execution of definitive documentation acceptable to all parties.  The Company can make no assurances that it will be able to successfully enter into definitive documentation with this counterparty.  Mr. Sillerman is a non-controlling equity owner in the counterparty to this proposed arrangement.

A copy of the press release announcing the transactions discussed in this Current Report is attached to this Current Report as Exhibit 99.1 and is incorporated herein solely for purposes of this Item 7.01.  The information in Item 7.01 of this Current Report, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information in Item 7.01 of this Current Report, including Exhibit 99.1 attached hereto, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing.

Item 9.01Financial Statements and Exhibits.

(d)Exhibits.

Exhibit Number	Description
3.1	Certificate of the Designations, Rights and Preferences of the Series A Preferred Stock of SFX Entertainment, Inc.
3.2	Certificate of Designation of Series B Convertible Preferred Stock of SFX Entertainment, Inc.
10.1	Subscription Agreement, dated as of September 17, 2015, by and between SFX Entertainment, Inc. and Sillerman Investment Company III LLC
10.2	Voting and Support Agreement, dated as of September 17, 2015, by and among SFX Entertainment, Inc., Sillerman Investment Company III LLC, ESFX LLC and Robert F.X. Sillerman
10.3	Amendment No. 1 to Voting and Support Agreement, dated as of September 22, 2015, by and among SFX Entertainment, Inc., Sillerman Investment Company III LLC, ESFX LLC and Robert F.X. Sillerman
10.4	Securities Purchase Agreement, dated as of September 17, 2015, by and among SFX Entertainment, Inc. and the purchasers set forth therein
99.1	Press release dated September 17, 2015

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SIGNATURES

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

	SFX ENTERTAINMENT, INC.
September 22, 2015	By:	/s/ Robert F.X. Sillerman
	Name:	Robert F.X. Sillerman
	Title:	Chief Executive Officer

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EXHIBIT INDEX

Exhibit Number	Description
3.1	Certificate of the Designations, Rights and Preferences of the Series A Preferred Stock of SFX Entertainment, Inc.
3.2	Certificate of Designation of Series B Convertible Preferred Stock of SFX Entertainment, Inc.
10.1	Subscription Agreement, dated as of September 17, 2015, by and between SFX Entertainment, Inc. and Sillerman Investment Company III LLC
10.2	Voting and Support Agreement, dated as of September 17, 2015, by and among SFX Entertainment, Inc., Sillerman Investment Company III LLC, ESFX LLC and Robert F.X. Sillerman
10.3	Amendment No. 1 to Voting and Support Agreement, dated as of September 22, 2015, by and among SFX Entertainment, Inc., Sillerman Investment Company III LLC, ESFX LLC and Robert F.X. Sillerman
10.4	Securities Purchase Agreement, dated as of September 17, 2015, by and among SFX Entertainment, Inc. and the purchasers set forth therein
99.1	Press release dated September 17, 2015

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EX-3.1

Exhibit 3.1

Execution Copy

CERTIFICATE OF DESIGNATIONS, RIGHTS AND

PREFERENCES OF THE SERIES A PREFERRED STOCK

OF

SFX ENTERTAINMENT, INC.

TO BE DESIGNATED

SERIES A PREFERRED STOCK

SFX Entertainment, Inc., a Delaware corporation (the “Corporation”), pursuant to the authority conferred on the Board of Directors of the Corporation (the “Board of Directors”) by its Certificate of Incorporation, and in accordance with the provisions of Section 151 of the Delaware General Corporation Law (“DGCL”), certifies that the Board of Directors duly adopted the following resolution by unanimous written consent dated September 17, 2015, providing for the establishment and issuance of a series of Preferred Stock, par value $0.001 per share, to be designated “Series A Preferred Stock” and to consist of 540 shares as follows:

RESOLVED, that, pursuant to the authority expressly granted and vested in the Board of Directors in accordance with the provisions of its Certificate of Incorporation, a series of Preferred Stock of the Corporation be and hereby is established, consisting of 540 shares, to be designated “Series A Preferred Stock” (the “Series A Preferred Stock”); the Board of Directors be and hereby is authorized to issue such shares of Series A Preferred Stock from time to time and for such consideration and on such terms as the Board of Directors shall determine; and subject to the limitations provided by law and by the Certificate of Incorporation, the powers, designations, preferences and relative, participating, option or other special rights of, and the qualifications, limitations or restrictions upon, the Series A Preferred Stock shall be as follows:

Section 1.Designation and Amount.  The shares of such series shall be designated as “Series A Preferred Stock.”

Section 2.Dividends and Distributions.

(A)From and after the Date of Issuance of any shares of Series A Preferred Stock through the Accretion Target Date (as defined below), cumulative dividends on such shares of Series A Preferred Stock shall accrue, whether or not declared by the Board of Directors and whether or not there are funds legally available for the payment of dividends, on a daily basis at the rate of 29.5% per annum on the sum of the Liquidation Value thereof plus all accrued and accumulated dividends thereon.  The “Accretion Target Date” shall be the first date upon which the aggregate Liquidation Value and accrued and accumulated dividends on the outstanding shares of Preferred Stock is equal to $53,000,000.  From and after the Accretion Target Date, cumulative dividends on the outstanding shares of Series A Preferred Stock shall accrue, whether or not declared by the Board of Directors and whether or not there are funds legally available for the payment of dividends, on a daily basis at the rate of 9.0% per annum on the sum of the Liquidation Value thereof plus all unpaid accrued and accumulated dividends thereon.

Dividends accrued and accumulated prior to the Accretion Target Date shall not be paid until after the Accretion Target Date.  Dividends accrued and accumulated after the Accretion Target Date shall be paid in cash or, with the consent of the holders of a majority of the Series A Preferred Stock, shares of Common Stock (as defined below) with a value equal to the dividends then due (valued at the last reported bid price of the Common Stock on the day immediately preceding the date on which such dividend payment becomes due), on the last day of March, June, September and December of each calendar year (each such date, a “Dividend Payment Date”).  Notwithstanding anything in this Section 2(A) to the contrary, if any issuance of Common Stock pursuant to this Section would, in the good faith judgment of the Corporation, require shareholder approval pursuant to NASDAQ Stock Market, Equity Rule 5635, then the number of shares to be issued shall be reduced to a number of shares of Common Stock equal to 19.99% of the total number of shares of Common Stock outstanding as of the date of applicable calculation.  Unless the prior written consent of holders of a majority of the shares of Series A Preferred Stock is obtained, all accrued and accumulated dividends on the shares of Series A Preferred Stock shall be prior and in preference to any dividend on any Junior Securities and shall be fully declared and paid before any dividends are declared and paid, or any other distributions, repurchases or redemptions are made, on or of any Junior Securities.  “Liquidation Value” means, with respect to any share of Series A Preferred Stock on any given date, $100,000.00.  “Date of Issuance” means, for any share of Series A Preferred Stock, the date on which the Corporation initially issues such share (without regard to any subsequent transfer of such share or reissuance of the certificate(s) representing such share of Series A Preferred Stock). “Junior Securities” means, collectively, the common stock, par value $0.001 per share (the “Common Stock”) of the Corporation and any other class of equity securities of the Corporation that is junior to the Series A Preferred Stock (either as to dividends or upon liquidation, dissolution or winding up).  “Series B Preferred Stock” means, collectively, the shares of Series B Preferred Stock of the Corporation issued on September 16, 2015.

(B)Except as otherwise provided herein, if at any time the Corporation pays less than the total amount of dividends then accrued and accumulated with respect to the Series A Preferred Stock, such payment shall be distributed pro rata among the holders thereof based upon the aggregate accrued and accumulated but unpaid dividends on the shares of Series A Preferred Stock held by each such holder.

Section 3.Voting Rights.  The holders of Series A Preferred Stock shall have no voting rights other than those voting rights prescribed by law or set forth in this Certificate of Designations, Rights and Preferences.

Section 4.Certain Restrictions.

(A)Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not earned or declared, on shares of Series A Preferred Stock outstanding shall have been paid in full, the Corporation shall not, without the prior written consent of holders of a majority of the shares of Series A Preferred Stock:

(i)declare or pay dividends on, make any other distributions on, or redeem or

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purchase or otherwise acquire for consideration any Junior Securities, other than in accordance with and pursuant to definitive agreements in effect prior to the first Date of Issuance hereunder;

(ii)declare or pay dividends on or make any other distributions on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except dividends paid ratably on the Series A Preferred Stock and all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled; or

(iii)redeem or purchase or otherwise acquire for consideration shares of any stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such parity stock in exchange for shares of Junior Securities.

(B)The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for consideration any shares of stock of the Corporation unless the Corporation could, under Paragraph (A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.

(C)Other than the Series B Preferred Stock, the Corporation shall not, without the prior written consent of holders of a majority of the shares of Series A Preferred Stock, create, authorize or issue any shares of stock ranking on a parity with, or senior to, in each case either as to dividends or upon liquidation, dissolution or winding up, the Series A Preferred Stock.

Section 5.Reacquired Shares.  Any shares of Series A Preferred Stock purchased or otherwise acquired by the Corporation in any manner whatsoever shall be retired and cancelled promptly after the acquisition thereof.  All such shares shall upon their cancellation become authorized but unissued shares of Preferred Stock and may be reissued as part of a new series of Preferred Stock to be created by resolution or resolutions of the Board of Directors, subject to the conditions and restrictions on issuance set forth herein.

Section 6.Liquidation, Dissolution or Winding Up.

(A)In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation (a “Liquidation”), the holders of shares of Series A Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders, before any payment shall be made to the holders of any Junior Securities by reason of their ownership thereof, an amount in cash equal to the aggregate Liquidation Value of all shares of Series A Preferred Stock held by such holder, plus all unpaid accrued and accumulated dividends on all such shares (whether or not declared).

(B)If upon any Liquidation the remaining assets of the Corporation available for distribution to its stockholders shall be insufficient to pay the holders of the shares of Series A

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Preferred Stock the full preferential amount to which they are entitled under Section 5, (a) the holders of shares of Series A Preferred Stock shall share ratably in any distribution of the remaining assets and funds of the Corporation in proportion to the respective full preferential amounts which would otherwise be payable in respect of the Series A Preferred Stock in the aggregate upon such Liquidation if all amounts payable on or with respect to such shares were paid in full, and (b) the Corporation shall not make or agree to make any payments to the holders of shares of Junior Securities.

(C)In the event of any Liquidation, the Corporation shall, within ten (10) days of the date the Board of Directors approves such action, or no later than ten (10) days of any stockholders’ meeting called to approve such action, or within ten (10) days of the commencement of any involuntary proceeding, whichever is earlier, give each holder of shares of Series A Preferred Stock written notice of the proposed action. Such written notice shall describe the material terms and conditions of such proposed action, including a description of the stock, cash and property to be received by the holders of shares of Series A Preferred Stock upon consummation of the proposed action and the date of delivery thereof. If any material change in the facts set forth in the initial notice shall occur, the Corporation shall promptly give written notice to each holder of shares of Series A Preferred Stock of such material change.

(D)Without the written consent of the holders of all the outstanding shares of Series A Preferred Stock, the Corporation shall not consummate any voluntary Liquidation of the Corporation unless the holders of Series A Preferred Stock receive cash, new securities or other property contemplated in connection therewith by this Section 6.

(E)The Corporation shall not consummate any voluntary Liquidation of the Corporation before the expiration of thirty (30) days after the mailing of the initial notice or ten (10) days after the mailing of any subsequent written notice, whichever is later; provided, that any such period may be shortened upon the written consent of the holders of all the outstanding shares of Series A Preferred Stock.

Section 7.Certain Transactions.

(A)The Corporation shall not enter into, consummate, approve or recommend any proposed transaction (or any agreement with respect thereto) that results or would result in a Change of Control unless (i) either (x) such transaction is approved by a vote, or by consent, of the holders of a majority of the outstanding shares of Series A Preferred Stock, or (y) the acquiror in such Change of Control (the “Acquiror”) agrees to purchase each share of Series A Preferred Stock then outstanding for cash at the Liquidation Value of each such share of Series A Preferred Stock, plus all unpaid accrued and accumulated dividends on such share (whether or not declared) and (ii) any such Change of Control is conditioned upon the consummation of such purchase by the Acquiror and such purchase shall occur simultaneously with the consummation of the Change of Control.

(B)For purposes hereof, “Change of Control” means (i) any “person” (as such term is used in sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (“Exchange Act”)) (other than Robert Sillerman and his affiliates) becomes a “beneficial owner” (as defined

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in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Corporation representing more than 50% of the voting power of the then outstanding securities of the Corporation; provided that a Change of Control shall not be deemed to occur as a result of a transaction in which the Corporation becomes a subsidiary of another corporation and in which the stockholders of the Corporation, immediately prior to the transaction, will beneficially own, immediately after the transaction, shares entitling such stockholders to more than 50% of all votes to which all stockholders of the parent corporation would be entitled in the election of directors; or (ii) the consummation of (1) a merger or consolidation of the Corporation with another corporation or other entity where the stockholders of the Corporation, immediately prior to the merger or consolidation, will not beneficially own, immediately after the merger or consolidation, shares entitling such stockholders to more than 50% of all votes to which all stockholders of the surviving corporation or other surviving entity would be entitled in the election of directors; or (2) the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by the Corporation or any subsidiary of the Corporation of all or substantially all the assets of the Corporation and its subsidiaries taken as a whole, or the sale or disposition (whether by merger, consolidation or otherwise) of one or more subsidiaries of the Corporation if substantially all of the assets of the Corporation and its subsidiaries taken as a whole are held by such subsidiary or subsidiaries, except where such sale, lease, transfer, exclusive license or other disposition is to a wholly owned subsidiary of the Corporation.

Section 8.Fractional Shares.  Series A Preferred Stock may be issued in fractions of a share which shall entitle the holder, in proportion to such holder’s fractional shares, to exercise voting rights, receive dividends, and participate in distributions and to have the benefit of all other rights of holders of Series A Preferred Stock.

Section 9.Ranking.  With respect to payment of dividends and distribution of assets upon liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, all shares of the Series A Preferred Stock shall rank senior to all Junior Securities and junior to the Series B Preferred Stock.

Section 10.General.  Notwithstanding anything to the contrary herein, any obligation of the Corporation to take any action specified herein with respect to shares of Series A Preferred Stock in the event of a Liquidation or Change of Control shall be subject to the prior compliance by the Corporation of any obligation it then has to make a Change of Control Offer (as defined in Section 4.11 of the Indenture dated as of February 4, 2014 among the Corporation, the Guarantors named therein and U.S. Bank National Association, as Trustee and Collateral Agent), it being understood that nothing in this Section 10 shall relieve the Corporation of its obligations under Section 7 subject to compliance with such Indenture on the earliest date practicable.

Section 11.Amendment.  At any time any shares of Series A Preferred Stock are outstanding, the Certificate of Incorporation of the Corporation shall not be further amended, by merger, consolidation or otherwise, in any manner which would alter or change the powers, preferences or rights of the Series A Preferred Stock so as to affect them adversely without the affirmative vote of the holders of a majority or more of the outstanding shares of Series A Preferred Stock, voting separately as a class.

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IN WITNESS WHEREOF, we have executed and subscribed this Certificate of Designations, Rights and Preferences and do affirm the foregoing as true under the penalties of perjury this 17th day of September, 2015.

SFX ENTERTAINMENT, INC.
By:	/s/ Richard Rosenstein
	Name:	Richard Rosenstein
	Title:	Chief Financial Officer

EX-3.2

Exhibit 3.2

CERTIFICATE OF DESIGNATION OF

SERIES B CONVERTIBLE PREFERRED STOCK

OF

SFX ENTERTAINMENT, INC.

SFX Entertainment, Inc., a Delaware corporation (the “Corporation”), pursuant to the authority conferred on the Board of Directors of the Corporation (the “Board of Directors”) by its Certificate of Incorporation, and in accordance with the provisions of Section 151 and Section 103 of the Delaware General Corporation Law, certifies that the Board of Directors, by unanimous written consent dated September 16, 2015, duly adopted the following resolution, providing for the establishment and issuance of a series of the Corporation’s preferred stock, par value $0.001 per share (“Preferred Stock”), designated as the “Series B Convertible Preferred Stock” as follows:

RESOLVED, that, pursuant to the authority expressly granted and vested in the Board of Directors in accordance with the provisions of its Certificate of Incorporation, a series of preferred stock, par value $0.001 per share, of the Corporation be and hereby is established, consisting of 30,000 shares, to be designated “Series B Convertible Preferred Stock” (the “Series B Convertible Preferred Stock”); the Board of Directors be and hereby is authorized to issue such shares of Series B Convertible Preferred Stock from time to time and for such consideration and on such terms as the Board of Directors shall determine; and subject to the limitations provided by law and by the Certificate of Incorporation, the powers, designations, preferences and relative, participating, option or other special rights of, and the qualifications, limitations or restrictions upon, the Series B Convertible Preferred Stock shall be as follows:

Section 1.Designation and Amount.  The shares of such series shall be designated as Series B Convertible Preferred Stock and the number of shares constituting such series shall be 30,000.

Section 2.Dividends and Distributions.

(A)From and after the Date of Issuance of any share of Series B Convertible Preferred Stock, cumulative dividends on such shares of Series B Convertible Preferred Stock shall accrue, whether or not declared by the Board of Directors and whether or not there are funds legally available for the payment of dividends, on a daily basis in arrears at the rate of 9% per annum on the sum of the Series B Original Issue Price thereof plus all unpaid accrued and accumulated dividends thereon. All accrued dividends on any share of Series B Convertible Preferred Stock shall be paid in cash out of funds legally available, or, with the consent of the holders of a majority of the Series B Convertible Preferred Stock, shares of Common Stock with a value equal to the dividends then due (valued at the last reported bid price of the Common Stock on the day immediately preceding the date on which such dividend payment becomes due) therefor or upon a liquidation of the Series B Convertible Preferred Stock in accordance with the provisions of Section 6; provided, that to the extent not paid on the last day of March, June, September and December of each calendar year (each such date, a “Dividend Payment Date”), all accrued

dividends on any share shall accumulate and compound on the applicable Dividend Payment Date whether or not declared by the Board of Directors and shall remain accumulated, compounding dividends until paid pursuant hereto or converted pursuant to Section 8; provided further, that the first Dividend Payment Date will begin on December 31, 2015.  Unless the prior written consent of holders of a majority of the shares of Series B Convertible Preferred Stock is obtained, all accrued and accumulated dividends on the shares of Series B Convertible Preferred Stock shall be prior and in preference to any dividend on any Junior Securities and shall be fully declared and paid before any dividends are declared and paid, or any other distributions, repurchases or redemptions are made, on any Junior Securities, other than (a) to repurchase Common Stock held by employees or consultants of the Corporation upon termination of their employment or services pursuant to agreements providing for such repurchase, up to an aggregate purchase price of no more than $1,000,000 within any 12-month period or (b) repurchases of Junior Securities in accordance with and pursuant to definitive agreements in effect as of the Date of Issuance.  Notwithstanding anything contained herein, the Corporation shall not issue any shares of Common Stock as dividends pursuant to this Section 2(A) and a holder of Series B Convertible Preferred Stock shall not have the right to receive any shares of Common Stock issued as a divided pursuant to this Section 2(A) to the extent that, upon giving effect to such issuance, the aggregate number of shares of Common Stock beneficially owned by such holder and its Affiliates, including any shares of Common Stock issued upon conversion of shares of Series B Convertible Preferred Stock pursuant to Section 8 hereof, exceeds 19.99% of the Common Stock or 19.99% of the voting power of the Corporation (calculated in accordance with the applicable NASDAQ rules and regulations) (the “Issuance Limitation”), unless the Corporation obtains the requisite shareholder approval under the NASDAQ Stock Market Rule 5635(d), in which case, the Issuance Limitation shall no longer apply to such holder.

(B)Participating Dividends. Subject to Section 2(A), in addition to the dividends accruing on the Series B Convertible Preferred Stock pursuant to Section 2(A) hereof, if the Corporation declares or pays a dividend or distribution on the Common Stock, whether such dividend or distribution is payable in cash, securities or other property, including the purchase or redemption by the Corporation of shares of Common Stock for cash, securities or property, but excluding (i) any dividend or distribution payable on the Common Stock solely in shares of Common Stock and (ii) any repurchases of Common Stock held by employees or consultants of the Corporation upon termination of their employment or services pursuant to agreements providing for such repurchase, up to an aggregate purchase price of no more than $1,000,000 within any 12-month period or any repurchases in accordance with and pursuant to definitive agreements in effect as of the Date of Issuance, the Corporation shall simultaneously declare and pay a dividend on the Series B Convertible Preferred Stock on a pro rata basis with the Common Stock determined on an as-converted basis assuming all shares had been converted pursuant to Section 8 as of immediately prior to the record date of the applicable dividend (or if no record date is fixed, the date as of which the record holders of Common Stock entitled to such dividends are to be determined).

(C)Except as otherwise provided herein, if at any time the Corporation pays less than the total amount of dividends then accrued and accumulated with respect to the Series B Convertible Preferred Stock, such payment shall be distributed pro rata among the holders

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thereof based upon the aggregate accrued and accumulated but unpaid dividends on the shares of Series B Convertible Preferred Stock held by each such holder.

Section 3.Voting Rights.  The holders of Series B Convertible Preferred Stock shall have no voting rights other than those voting rights prescribed by law or set forth in this Certificate of Designation.

Section 4.Certain Restrictions.

(A)Whenever quarterly dividends or other dividends or distributions payable on the Series B Convertible Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not earned or declared, on shares of Series B Convertible Preferred Stock outstanding shall have been paid in full, the Corporation shall not without the prior written consent of holders of a majority of the shares of Series B Convertible Preferred Stock:

(i)declare or pay dividends on, make any other distributions on, or redeem or purchase or otherwise acquire for consideration any Junior Securities, other than repurchases of Junior Securities in accordance with and pursuant to definitive agreements in effect prior to the Date of Issuance;

(ii)declare or pay dividends on or make any other distributions on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series B Convertible Preferred Stock, except dividends paid ratably on the Series B Convertible Preferred Stock and all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled; or

(iii)redeem or purchase or otherwise acquire for consideration shares of any stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series B Convertible Preferred Stock, provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such parity stock in exchange for shares of Junior Securities.

(B)The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for consideration any shares of stock of the Corporation unless the Corporation could, under Paragraph (A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.

(C)The Corporation shall not, without the prior written consent of holders of a majority of the shares of Series B Convertible Preferred Stock:

(i)create, authorize or issue any additional class or series of capital stock (or any security convertible into or exercisable for any class or series of capital stock of the Corporation) or issue or sell, or obligate itself to issue or sell, any securities of the Corporation (or any security convertible into or exercisable for any class or series of

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capital stock of the Corporation), that ranks superior to or in parity with the Series B Convertible Preferred Stock in rights, preferences or privileges (including with respect to dividends and liquidation); or

(ii)increase or decrease the number of authorized shares of Series B Convertible Preferred Stock or authorize the issuance of or issue any shares of Series B Convertible Preferred Stock, other than issuances pursuant to the Securities Purchase Agreement between the Corporation and the Purchasers (as defined therein) dated on or about September 17, 2015;

Section 5.Reacquired Shares.  Any shares of Series B Convertible Preferred Stock purchased or otherwise acquired by the Corporation in any manner whatsoever shall be retired and cancelled promptly after the acquisition thereof.  All such shares shall upon their cancellation become authorized but unissued shares of Preferred Stock and may be reissued as part of a new series of Preferred Stock to be created by resolution or resolutions of the Board of Directors, subject to the conditions and restrictions on issuance set forth herein.

Section 6.Liquidation, Dissolution or Winding Up.

(A)In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation (collectively with a Deemed Liquidation, a “Liquidation”), the holders of shares of Series B Convertible Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders, before any payment shall be made to the holders of any Junior Securities by reason of their ownership thereof, an amount in cash equal to the aggregate Liquidation Value of all shares of Series B Convertible Preferred Stock held by such holder.

The occurrence of a Change of Control (such event, a “Deemed Liquidation”) shall be deemed a Liquidation for purposes of this Section 6. Upon the consummation of any such Deemed Liquidation, the holders of the Series B Convertible Preferred Stock shall, in consideration for cancellation of their shares of Series B Convertible Preferred Stock, be entitled to the same rights such holders are entitled to under this Section 6 upon the occurrence of a Liquidation, including the right to receive the full preferential payment from the Corporation of the amounts payable with respect to the Series B Convertible Preferred Stock under Section 6(A) hereof plus the then present value at such time of all required dividend payments due on the Series B Convertible Preferred Stock pursuant to Section 2(A) through the date that is eighteen (18) months prior to the Initial Conversion Date, computed using a discount rate equal to the Treasury Rate plus 50 basis points. A “Change of Control” shall mean (a) a merger or consolidation in which the Corporation is a constituent party or a subsidiary of the Corporation is a constituent party and the Corporation issues shares of its capital stock pursuant to such merger or consolidation, except any such merger or consolidation involving the Corporation or a subsidiary in which the shares of capital stock of the Corporation outstanding immediately prior to such merger or consolidation continue to represent, or are converted into or exchanged for shares of capital stock that represent, immediately following such merger or consolidation, at least a majority, by voting power, of the capital stock of (1) the surviving or resulting corporation; or (2) if the surviving or

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resulting corporation is a wholly owned subsidiary of another corporation immediately following such merger or consolidation, the parent corporation of such surviving or resulting corporation; (b) any sale, transfer or issuance (or series of sales, transfers or issuances) of capital stock by the Corporation or the holders of Common Stock (or of other voting stock of the Corporation) of a majority of the voting power of the Corporation; or (c) the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by the Corporation or any subsidiary of the Corporation of all or substantially all the assets of the Corporation and its subsidiaries taken as a whole, or the sale or disposition (whether by merger, consolidation or otherwise) of one or more subsidiaries of the Corporation if substantially all of the assets of the Corporation and its subsidiaries taken as a whole are held by such subsidiary or subsidiaries, except where such sale, lease, transfer, exclusive license or other disposition is to a wholly owned subsidiary of the Corporation. Notwithstanding the foregoing, a Change of Control shall not include a transaction whereby Robert Sillerman and his affiliates become “beneficial owners” (as defined in Rule 13d-3 of the Exchange Act) of securities of the Corporation representing more than 50% of the voting power of the then outstanding securities of the Corporation (an “Excluded Transaction”).

(B)In furtherance of the foregoing, the Corporation shall take such actions as are necessary to give effect to the provisions of Section 6 including, without limitation, (i) in the case of a Change of Control structured as a merger, consolidation or similar reorganization, causing the definitive agreement relating to such transaction to provide for a rate at which the shares of Series B Convertible Preferred Stock are converted into or exchanged for cash, new securities or other property, or (ii) in the case of a Change of Control structured as an asset sale or a transfer of shares of capital stock of the Corporation, as promptly as practicable following such transaction, either dissolving the Corporation and distributing the assets of the Corporation in accordance with applicable law or redeeming all outstanding shares of Series B Convertible Preferred Stock and, in the case of both (i) and (ii), giving effect to the preferences and priorities of set forth in this Section 6. The Corporation shall promptly provide to the holders of shares of Series B Convertible Preferred Stock such information concerning the terms of such Change of Control, and the value of the assets of the Corporation as may reasonably be requested by the holders of Series B Convertible Preferred Stock. The amount deemed distributed to the holders of Series B Convertible Preferred Stock upon any such Change of Control in consideration for the shares held by such holders shall be the cash or fair market value of the securities or other property distributed to such holders in such Change of Control transaction.

(C)If upon any Liquidation the remaining assets of the Corporation available for distribution to its stockholders shall be insufficient to pay the holders of the shares of Series B Convertible Preferred Stock the full preferential amount to which they are entitled under Section 6, (a) the holders of shares of Series B Convertible Preferred Stock shall share ratably in any distribution of the remaining assets and funds of the Corporation in proportion to the respective full preferential amounts which would otherwise be payable in respect of the Series B Convertible Preferred Stock in the aggregate upon such Liquidation if all amounts payable on or with respect to such shares were paid in full, and (b) the Corporation shall not make or agree to make any payments to the holders of shares of Junior Securities.

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(D)In the event of any Liquidation, the Corporation shall, within ten (10) days of the date the Board of Directors approves such action, or no later than twenty (20) days of any stockholders’ meeting called to approve such action, or within twenty (20) days of the commencement of any involuntary proceeding, whichever is earlier, give each holder of shares of Series B Convertible Preferred Stock written notice of the proposed action. Such written notice shall describe the material terms and conditions of such proposed action, including a description of the stock, cash and property to be received by the holders of shares of Series B Convertible Preferred Stock upon consummation of the proposed action and the date of delivery thereof.  If any material change in the facts set forth in the initial notice shall occur, the Corporation shall promptly give written notice to each holder of shares of Series B Convertible Preferred Stock of such material change.

(E)If an Excluded Transaction occurs, to the extent the lowest price paid for a share of Common Stock in such Excluded Transaction (the “ET Price”) is less than the Conversion Price (as defined below) in effect immediately prior to such Excluded Transaction, the Conversion Price then in effect shall be reduced to the ET Price. Subject to the Indenture (as defined below), upon any conversion of the Series B Convertible Preferred Stock by a holder as of or following the closing of an Excluded Transaction such holder of the Series B Convertible Preferred Stock shall be promptly paid in cash, for each share of Series B Convertible Preferred Stock then converted, the then present value at such time of all required dividend payments due on such share of Series B Convertible Preferred Stock pursuant to Section 2(A) through the date that is eighteen (18) months prior to the Initial Conversion Date, computed using a discount rate equal to the Treasury Rate plus 50 basis points; provided, however, that the holders of the Series B Convertible Preferred Stock will not be entitled to such present value with respect to shares of Series B Convertible Preferred Stock that have not been converted.  If the cash amount required by the previous sentence is not made as required as a result of a limitation in the Indenture, the Corporation shall immediately issue to the relevant holder a number of shares of Common Stock with a value equal to the cash amount that has not been paid subject to the Issuance Limitation and the limitations set forth in Section 8(K) below; provided that the Corporation shall issue any shares not issued as a result of the Issuance Limitation and the limitations set forth in Section 8(K) below as soon as practicable when such limitations no longer would prohibit such issuance.

(F)Notwithstanding anything to the contrary herein, any obligation of the Corporation with respect to the shares of Series B Convertible Preferred Stock arising due to a Liquidation or an Excluded Transaction shall be subject in all respects to the Corporation’s compliance with its obligations to make a Change of Control Offer (as such term is defined in Section 4.11 of the Indenture dated as of February 4, 2014 among the Corporation, the Guarantors named therein and U.S. Bank National Association, as Trustee and Collateral Agent (the “Indenture”).

Section 7.No Redemption.  Except as otherwise provided herein, the shares of Series B Convertible Preferred Stock shall not be redeemable.

Section 8.Conversion.

(A)Subject to the provisions of this Section 8, at any time and from time to time on or after the Date of Issuance, any holder of Series B Convertible Preferred Stock shall have the right

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by written election to the Corporation to convert all or any portion of the outstanding shares of Series B Convertible Preferred Stock held by such holder along with the aggregate accrued or accumulated and unpaid dividends thereon into an aggregate number of shares of Common Stock as is determined by (i) multiplying the number of shares of Series B Convertible Preferred Stock to be converted by the Series B Original Issue Price, (ii) adding to the result all accrued and accumulated or declared and unpaid dividends on such shares to be converted, and then (ii) dividing the result by the Conversion Price in effect immediately prior to such conversion. The initial conversion price per share (the “Conversion Price”) shall be $1.75, subject to adjustment as applicable in accordance with Section 8(I) and Section 8(J) below.

(B)Subject to the provisions of this Section 8, on the date that is thirty-six (36) months from the date hereof (the “Initial Conversion Date”) and on the date that is three, six, nine and twelve months following the Initial Conversion Date (each, an “Automatic Conversion Date”), twenty percent of the outstanding shares of Series B Convertible Preferred Stock held by each stockholder (rounded down to the nearest whole share) shall automatically convert (with all remaining outstanding shares of Series B Convertible Preferred Stock converting on the final Automatic Conversion Date) along with the aggregate accrued or accumulated and unpaid dividends on such shares to be converted into an aggregate number of shares of Common Stock as is determined by (i) multiplying the number of shares of Series B Convertible Preferred Stock to be converted by the Series B Original Issue Price, (ii) adding to the result all accrued and accumulated and unpaid dividends on such shares to be converted, and then (ii) dividing the result by the applicable Conversion Price then in effect.

(C)No fractional interest in a share of Common Stock shall be issued on conversion of any shares of Series B Convertible Preferred Stock in accordance with Section 8(A) and Section 8(B). In lieu of delivering fractional shares, the Corporation shall pay in cash an amount equal to the product of (i) such fractional share multiplied by (ii) the fair market value of a share of Common Stock as determined in good faith by the Board of Directors.

(D)In order to effectuate a conversion of shares of Series B Convertible Preferred Stock pursuant to Section 8(A), a holder shall (a) submit a written election to the Corporation that such holder elects to convert shares, the number of shares elected to be converted and (b) surrender, along with such written election, to the Corporation the certificate or certificates representing the shares being converted, duly assigned or endorsed for transfer to the Corporation (or accompanied by duly executed stock powers relating thereto) or, in the event the certificate or certificates are lost, stolen or missing, accompanied by an affidavit of loss executed by the holder. The conversion of such shares hereunder shall be deemed effective as of the date of surrender of such Series B Convertible Preferred Stock certificate or certificates or delivery of such affidavit of loss. Upon the receipt by the Corporation of a written election and the surrender of such certificate(s) and accompanying materials, the Corporation shall as promptly as practicable (but in any event within three (3) trading days thereafter) deliver to the relevant holder (a) a certificate in such holder’s name (or the name of such holder’s designee as stated in the written election) for the number of shares of Common Stock to which such holder shall be entitled upon conversion of the applicable shares as calculated pursuant to Section 8(A) and, if applicable (b) a certificate in such holder’s (or the name of such holder’s designee as stated in the

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written election) for the number of shares of Series B Convertible Preferred Stock represented by the certificate or certificates delivered to the Corporation for conversion but otherwise not elected to be converted pursuant to the written election.  All shares of capital stock issued hereunder by the Corporation shall be duly and validly issued, fully paid and nonassessable, free and clear of all taxes, liens, charges and encumbrances with respect to the issuance thereof.

(E)In accordance with Section 8(B), on each Automatic Conversion Date, all outstanding shares of Series B Convertible Preferred Stock to be converted on such date shall be converted to the number of shares of Common Stock calculated pursuant to Section 8(B) without any further action by the relevant holder of such shares or the Corporation. As promptly as practicable following each Automatic Conversion Date (but in any event within three (3) trading days thereafter), the Corporation shall send each holder of shares of Series B Convertible Preferred Stock written notice of such event. Upon receipt of such notice, each holder shall surrender to the Corporation the certificate or certificates representing the shares being converted, duly assigned or endorsed for transfer to the Corporation (or accompanied by duly executed stock powers relating thereto) or, in the event the certificate or certificates are lost, stolen or missing, accompanied by an affidavit of loss executed by the holder. Upon the surrender of such certificate(s) and accompanying materials, the Corporation shall as promptly as practicable (but in any event within three (3) trading days thereafter) deliver to the relevant holder a certificate in such holder’s name (or the name of such holder’s designee as stated in the written election) for the number of shares of Common Stock to which such holder shall be entitled upon conversion of the applicable shares of Series B Convertible Preferred Stock. All shares of Common Stock issued hereunder by the Corporation shall be duly and validly issued, fully paid and nonassessable, free and clear of all taxes, liens, charges and encumbrances with respect to the issuance thereof.

(F)All shares of Series B Convertible Preferred Stock converted as provided in this Section 8shall no longer be deemed outstanding as of the effective time of the applicable conversion and all rights with respect to such shares shall immediately cease and terminate as of such time, other than the right of the holder to receive shares of Common Stock and payment in lieu of any fraction of a share in exchange therefor.

(G)The Corporation shall at all times when any shares of Series B Convertible Preferred Stock is outstanding reserve and keep available out of its authorized but unissued shares of capital stock, solely for the purpose of issuance upon the conversion of the Series B Convertible Preferred Stock, such number of shares of Common Stock issuable upon the conversion of all outstanding Series B Convertible Preferred Stock pursuant to this Section 8, taking into account any adjustment to such number of shares so issuable as provided herein.  The Corporation shall take all such reasonable actions as may be necessary to assure that all such shares of Common Stock may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which shares of Common Stock may be listed (except for official notice of issuance which shall be immediately delivered by the Corporation upon each such issuance).

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(H)The issuance of certificates for shares of Common Stock upon conversion of shares of Series B Convertible Preferred Stock pursuant to Section 8(A) or Section 8(B) shall be made without payment of additional consideration by, or other charge, cost or tax to, the holder in respect thereof.

(I)Notwithstanding anything contained herein, the Corporation shall not effect any conversion of Series B Convertible Preferred Stock pursuant to Section 8 hereof and a holder of Series B Convertible Preferred Stock shall not have the right to convert shares of Series B Convertible Preferred Stock pursuant to Section 8 hereof to the extent that, upon giving effect to such conversion, the aggregate number of shares of Common Stock beneficially owned by such holder and its Affiliates, including any shares issued as a dividend pursuant to Section 2(A) above, exceeds the Issuance Limitation, unless the Corporation obtains the requisite shareholder approval under the NASDAQ Stock Market Rule 5635(d), in which case, the Issuance Limitation shall no longer apply to such holder.

(J)Adjustment to Conversion Price and Number of Conversion Shares. In order to prevent dilution of the conversion rights granted under this Section 8 the Conversion Price and the number of Conversion Shares issuable on conversion of the shares of Series B Convertible Preferred Stock shall be subject to adjustment from time to time as provided in this Section 8(J).

(i)Adjustment to Conversion Price upon Issuance of Common Stock. Except as provided in Section 8(J)(iii) and except in the case of an event described in either Section 8(J)(v) or Section 8(J)(vi), if the Corporation shall, at any time or from time to time after the Date of Issuance, issue or sell, or in accordance with Section 8(J)(iv) is deemed to have issued or sold, any shares of Common Stock without consideration or for consideration per share less than the Conversion Price in effect immediately prior to such issuance or sale (or deemed issuance or sale), then immediately upon such issuance or sale (or deemed issuance or sale), the Conversion Price in effect immediately prior to such issuance or sale (or deemed issuance or sale) shall be reduced (and in no event increased) to a Conversion Price equal to the quotient obtained by dividing (a) the sum of (x) the product obtained by multiplying the Common Stock Deemed Outstanding immediately prior to such issuance or sale (or deemed issuance or sale) by the Conversion Price then in effect plus (y) the aggregate consideration, if any, received by the Corporation upon such issuance or sale (or deemed issuance or sale); by (b) the sum of (x) the Common Stock Deemed Outstanding immediately prior to such issuance or sale (or deemed issuance or sale) plus (y) the aggregate number of shares of Common Stock issued or sold (or deemed issued or sold) by the Corporation in such issuance or sale (or deemed issuance or sale).
 
Whenever following the Date of Issuance, the Corporation shall issue or sell, or in accordance with Section 8(J)(iv) is deemed to have issued or sold, any shares of Common Stock, the Corporation shall prepare a certificate signed by an executive officer setting forth, in reasonable detail, the number of shares issued or sold, or deemed issued or sold, the amount and the form of the consideration received by the Corporation and the method of computation of such amount and shall cause copies of such certificate to be mailed to

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the holders of record of Series B Convertible Preferred Stock at the address specified for such holder in the books and records of the Corporation (or at such other address as may be provided to the Corporation in writing by such holder).

(ii)           Adjustment to Number of Conversion Shares Upon Adjustment to Conversion Price. Upon any and each adjustment of the Conversion Price as provided in Section 8(J), the number of Conversion Shares issuable upon the conversion of the Series B Convertible Preferred Stock immediately prior to any such adjustment shall be increased to a number of Conversion Shares equal to the quotient obtained by dividing (a) the product of (x) the Conversion Price in effect immediately prior to any such adjustment multiplied by (y) the number of Conversion Shares issuable upon conversion of the Series B Convertible Preferred Stock immediately prior to any such adjustment; by (b) the Conversion Price resulting from such adjustment.

(iii)          Exceptions To Adjustment Upon Issuance of Common Stock. Anything herein to the contrary notwithstanding, there shall be no adjustment to the Conversion Price or the number of Conversion Shares issuable upon conversion of the Series B Convertible Preferred Stock with respect to any Excluded Issuance.

(iv)          Effect of Certain Events on Adjustment to Conversion Price. For purposes of determining the adjusted Conversion Price under Section 8(J)(i) hereof, the following shall be applicable:

(a)           Issuance of Options. If the Corporation shall, at any time or from time to time after the Date of Issuance, in any manner grant or sell (whether directly or by assumption in a merger or otherwise) any Options, whether or not such Options or the right to convert or exchange any Convertible Securities issuable upon the exercise of such Options are immediately exercisable, and the price per share (determined as provided in this paragraph and in Section 8(J)(iv)(e)) for which Common Stock is issuable upon the exercise of such Options or upon the conversion or exchange of Convertible Securities issuable upon the exercise of such Options is less than the Conversion Price in effect immediately prior to the time of the granting or sale of such Options, then the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of Convertible Securities issuable upon the exercise of such Options shall be deemed to have been issued as of the date of granting or sale of such Options (and thereafter shall be deemed to be outstanding for purposes of adjusting the Conversion Price under Section 8(J)(i)), at a price per share equal to the quotient obtained by dividing (x) the sum (which sum shall constitute the applicable consideration received for purposes of Section 8(J)(i)) of (1) the total amount, if any, received or receivable by the Corporation as consideration for the granting or sale of all such Options, plus (2) the minimum aggregate amount of additional consideration

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payable to the Corporation upon the exercise of all such Options, plus (3), in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Corporation upon the issuance or sale of all such Convertible Securities and the conversion or exchange of all such Convertible Securities, by (y) the total maximum number of shares of Common Stock issuable upon the exercise of all such Options or upon the conversion or exchange of all Convertible Securities issuable upon the exercise of all such Options. Except as otherwise provided in Section 8(J)(iv)(c), no further adjustment of the Conversion Price shall be made upon the actual issuance of Common Stock or of Convertible Securities upon exercise of such Options or upon the actual issuance of Common Stock upon conversion or exchange of Convertible Securities issuable upon exercise of such Options.

(b)           Issuance of Convertible Securities. If the Corporation shall, at any time or from time to time after the Date of Issuance, in any manner grant or sell (whether directly or by assumption in a merger or otherwise) any Convertible Securities, whether or not the right to convert or exchange any such Convertible Securities is immediately exercisable, and the price per share (determined as provided in this paragraph and in Section 8 (J)(iv)(e)) for which Common Stock is issuable upon the conversion or exchange of such Convertible Securities is less than the Conversion Price in effect immediately prior to the time of the granting or sale of such Convertible Securities, then the total maximum number of shares of Common Stock issuable upon conversion or exchange of the total maximum amount of such Convertible Securities shall be deemed to have been issued as of the date of granting or sale of such Convertible Securities (and thereafter shall be deemed to be outstanding for purposes of adjusting the Conversion Price pursuant to Section 8(J)(i)), at a price per share equal to the quotient obtained by dividing (x) the sum (which sum shall constitute the applicable consideration received for purposes of Section 8(J)(i)), of (1) the total amount, if any, received or receivable by the Corporation as consideration for the granting or sale of such Convertible Securities, plus (2) the minimum aggregate amount of additional consideration, if any, payable to the Corporation upon the conversion or exchange of all such Convertible Securities, by (y) the total maximum number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities. Except as otherwise provided in Section 8(J)(iv)(c), (x) no further adjustment of the Conversion Price shall be made upon the actual issuance of Common Stock upon conversion or exchange of such Convertible Securities and (y) no further adjustment of the Conversion Price shall be made by reason of the issue or sale of Convertible Securities upon exercise of any Options to purchase any such Convertible Securities for which adjustments of the

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Conversion Price have been made pursuant to the other provisions of this Section 8(J)(iv).

(c)           Change in Terms of Options or Convertible Securities. Upon any change in any of (1) the total amount received or receivable by the Corporation as consideration for the granting or sale of any Options or Convertible Securities referred to in Section 8(J)(iv)(a) or Section 8(J)(iv)(b) hereof, (2) the minimum aggregate amount of additional consideration, if any, payable to the Corporation upon the exercise of any Options or upon the issuance, conversion or exchange of any Convertible Securities referred to in Section 8(J)(iv)(a) or Section 8(J)(iv)(b) hereof, (2) the rate at which Convertible Securities referred to in Section 8(J)(iv)(a) or Section 8(J)(iv)(b) hereof are convertible into or exchangeable for Common Stock, or (D) the maximum number of shares of Common Stock issuable in connection with any Options referred to in Section 8(J)(iv)(a) hereof or any Convertible Securities referred to in Section 8(J)(iv)(b) hereof (in each case, other than in connection with an Excluded Issuance), then (whether or not the original issuance or sale of such Options or Convertible Securities resulted in an adjustment to the Conversion Price pursuant to this Section 8(J)) the Conversion Price in effect at the time of such change shall be adjusted or readjusted, as applicable, to the Conversion Price which would have been in effect at such time pursuant to the provisions of this Section 8(J) had such Options or Convertible Securities still outstanding provided for such changed consideration, conversion rate or maximum number of shares, as the case may be, at the time initially granted, issued or sold, but only if as a result of such adjustment or readjustment the Conversion Price then in effect is reduced, and the number of Conversion Shares issuable upon the conversion of the Series B Convertible Preferred Stock immediately prior to any such adjustment or readjustment shall be correspondingly adjusted or readjusted pursuant to the provisions of Section 8(J)(ii).

(d)           Treatment of Expired or Terminated Options or Convertible Securities. Upon the expiration or termination of any unexercised Option (or portion thereof) or any unconverted or unexchanged Convertible Security (or portion thereof) for which any adjustment (either upon its original issuance or upon a revision of its terms) was made pursuant to this Section 8(J) (including without limitation upon the redemption or purchase for consideration of all or any portion of such Option or Convertible Security by the Corporation), the Conversion Price then in effect hereunder shall forthwith be changed pursuant to the provisions of this Section 8(J) to the Conversion Price which would have been in effect at the time of such expiration or termination had such unexercised Option (or portion thereof) or unconverted or unexchanged Convertible Security

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(or portion thereof), to the extent outstanding immediately prior to such expiration or termination, never been issued.

(e)           Calculation of Consideration Received. If the Corporation shall, at any time or from time to time after the Date of Issuance, issue or sell, or is deemed to have issued or sold in accordance with Section 8(J)(iv), any shares of Common Stock, Options or Convertible Securities: (1) for cash, the consideration received therefor shall be deemed to be the net amount received by the Corporation therefor; (2) for consideration other than cash, the amount of the consideration other than cash received by the Corporation shall be the fair value of such consideration, except where such consideration consists of marketable securities, in which case the amount of consideration received by the Corporation shall be the market price (as reflected on any securities exchange, quotation system or association or similar pricing system covering such security) for such securities as of the end of business on the date of receipt of such securities; (3) for no specifically allocated consideration in connection with an issuance or sale of other securities of the Corporation, together comprising one integrated transaction, the amount of the consideration therefor shall be deemed to be the fair value of such portion of the aggregate consideration received by the Corporation in such transaction as is attributable to such shares of Common Stock, Options or Convertible Securities, as the case may be, issued in such transaction; or (4) to the owners of the non-surviving entity in connection with any merger in which the Corporation is the surviving corporation, the amount of consideration therefor shall be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such shares of Common Stock, Options or Convertible Securities, as the case may be, issued to such owners. The net amount of any cash consideration and the fair value of any consideration other than cash or marketable securities shall be determined by the Board of Directors in good faith.

(f)            Record Date. For purposes of any adjustment to the Conversion Price or the number of Conversion Shares in accordance with this Section 8(J), in case the Corporation shall take a record of the holders of its Common Stock for the purpose of entitling them (1) to receive a dividend or other distribution payable in Common Stock, Options or Convertible Securities or (2) to subscribe for or purchase Common Stock, Options or Convertible Securities, then such record date shall be deemed to be the date of the issue or sale of the shares of Common Stock deemed to have been issued or sold upon the declaration of such dividend or the making of such other distribution or the date of the granting of such right of subscription or purchase, as the case may be; provided, that if before the distribution to its holders of Common Stock the Corporation legally abandons its plan to pay or deliver such dividend, distribution,

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subscription or purchase rights, then thereafter no adjustment shall be required by the taking of such record and any such adjustment previously made in respect thereof shall be rescinded and annulled.

(g)           Treasury Shares. The number of shares of Common Stock outstanding at any given time shall not include shares owned or held by or for the account of the Corporation or any of its wholly-owned subsidiaries, and the disposition of any such shares (other than the cancellation or retirement thereof or the transfer of such shares among the Corporation and its wholly-owned subsidiaries) shall be considered an issue or sale of Common Stock for the purpose of this Section 8(J).

(v)           Adjustment to Conversion Price and Conversion Shares Upon Dividend, Subdivision or Combination of Common Stock. If the Corporation shall, at any time or from time to time after the Date of Issuance, (i) pay a dividend or make any other distribution upon the Common Stock or any other capital stock of the Corporation payable in shares of Common Stock or in Options or Convertible Securities, or (ii) subdivide (by any stock split, recapitalization or otherwise) its outstanding shares of Common Stock into a greater number of shares, the Conversion Price in effect immediately prior to any such dividend, distribution or subdivision shall be proportionately reduced and the number of Conversion Shares issuable upon conversion of the Series B Convertible Preferred Stock shall be proportionately increased. If the Corporation at any time combines (by combination, reverse stock split or otherwise) its outstanding shares of Common Stock into a smaller number of shares, the Conversion Price in effect immediately prior to such combination shall be proportionately increased and the number of Conversion Shares issuable upon conversion of the Series B Convertible Preferred Stock shall be proportionately decreased. Any adjustment under this Section 8(J)(v) shall become effective at the close of business on the date the dividend, subdivision or combination becomes effective.

(vi)          Adjustment to Conversion Price and Conversion Shares Upon Reorganization, Reclassification, Consolidation or Merger. In the event of any (1) capital reorganization of the Corporation, (2) reclassification of the stock of the Corporation (other than a change in par value or from par value to no par value or from no par value to par value or as a result of a stock dividend or subdivision, split-up or combination of shares), (3) consolidation or merger of the Corporation with or into another Person, (4) sale of all or substantially all of the Corporation’s assets to another Person or (5) other similar transaction (other than any such transaction covered by Section 8(J)(v) and other than a Liquidation, in each case which entitles the holders of Common Stock to receive (either directly or upon subsequent liquidation) stock, securities or assets with respect to or in exchange for Common Stock, each share of Series B Convertible Preferred Stock shall, immediately after such reorganization, reclassification, consolidation, merger, sale or similar transaction, remain outstanding and shall thereafter, in lieu of or in addition to (as the case may be) the number of Conversion Shares then convertible for such share, be exercisable for the kind and number of shares of stock or other securities or assets of the

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Corporation or of the successor Person resulting from such transaction to which such share would have been entitled upon such reorganization, reclassification, consolidation, merger, sale or similar transaction if the share had been converted in full immediately prior to the time of such reorganization, reclassification, consolidation, merger, sale or similar transaction and acquired the applicable number of Conversion Shares then issuable hereunder as a result of such conversion (without taking into account any limitations or restrictions on the convertibility of such share, if any); and, in such case, appropriate adjustment (in form and substance satisfactory to the holder of such share) shall be made with respect to such holder’s rights under this Certificate of Designation to insure that the provisions of this Section 8 hereof shall thereafter be applicable, as nearly as possible, to the Series B Convertible Preferred Stock in relation to any shares of stock, securities or assets thereafter acquirable upon conversion of Series B Convertible Preferred Stock (including, in the case of any consolidation, merger, sale or similar transaction in which the successor or purchasing Person is other than the Corporation, an immediate adjustment in the Conversion Price to the value per share for the Common Stock reflected by the terms of such consolidation, merger, sale or similar transaction, and a corresponding immediate adjustment to the number of Conversion Shares acquirable upon conversion of the Series B Convertible Preferred Stock without regard to any limitations or restrictions on conversion, if the value so reflected is less than the Conversion Price in effect immediately prior to such consolidation, merger, sale or similar transaction). The provisions of this Section 8(J)(vi) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales or similar transactions. The Corporation shall not effect any such reorganization, reclassification, consolidation, merger, sale or similar transaction unless, prior to the consummation thereof, the successor Person (if other than the Corporation) resulting from such reorganization, reclassification, consolidation, merger, sale or similar transaction, shall assume, by written instrument substantially similar in form and substance to this Certificate of Designation (in form and substance satisfactory to the holder of such share), the obligation to deliver to the holders of Series B Convertible Preferred Stock such shares of stock, securities or assets which, in accordance with the foregoing provisions, such holders shall be entitled to receive upon conversion of the Series B Convertible Preferred Stock. Notwithstanding anything to the contrary contained herein, with respect to any corporate event or other transaction contemplated by the provisions of this Section 8(J)(vi), each holder of shares of Series B Convertible Preferred Stock shall have the right to elect prior to the consummation of such event or transaction, to give effect to the provisions of Section 6(A) (if applicable to such event or transaction) or Section 8 hereunder, instead of giving effect to the provisions contained in this Section 8(J)(vi) with respect to such holder’s Series B Convertible Preferred Stock.

(vii)         Certificate as to Adjustment.

(a)           As promptly as reasonably practicable following any adjustment of the Conversion Price, but in any event not later than ten (10) days thereafter, the Corporation shall furnish to each holder of record of Series B Convertible Preferred Stock at the address specified for such

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holder in the books and records of the Corporation (or at such other address as may be provided to the Corporation in writing by such holder) a certificate of an executive officer setting forth in reasonable detail such adjustment and the facts upon which it is based and certifying the calculation thereof.

(b)           As promptly as reasonably practicable following the receipt by the Corporation of a written request by any holder of Series B Convertible Preferred Stock, but in any event not later than ten (10) days thereafter, the Corporation shall furnish to such holder a certificate of an executive officer certifying the Conversion Price then in effect and the number of Conversion Shares or the amount, if any, of other shares of stock, securities or assets then issuable to such holder upon conversion of the shares of Series B Convertible Preferred Stock held by such holder.

(viii)        Notices. In the event:

(a)           that the Corporation shall take a record of the holders of its Common Stock (or other capital stock or securities at the time issuable upon conversion of the Series B Convertible Preferred Stock) for the purpose of entitling or enabling them to receive any dividend or other distribution, to vote at a meeting (or by written consent), to receive any right to subscribe for or purchase any shares of capital stock of any class or any other securities, or to receive any other security; or

(b)           of any capital reorganization of the Corporation, any reclassification of the Common Stock of the Corporation, any consolidation or merger of the Corporation with or into another Person, or sale of all or substantially all of the Corporation’s assets to another Person; or

(c)           of the voluntary or involuntary dissolution, liquidation or winding-up of the Corporation;

then, and in each such case, the Corporation shall send or cause to be sent to each holder of record of Series B Convertible Preferred Stock at the address specified for such holder in the books and records of the Corporation (or at such other address as may be provided to the Corporation in writing by such holder) at least ten (10) days prior to the applicable record date or the applicable expected effective date, as the case may be, for the event, a written notice specifying, as the case may be, (x) the record date for such dividend, distribution, meeting or consent or other right or action, and a description of such dividend, distribution or other right or action to be taken at such meeting or by written consent, or (y) the effective date on which such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up is

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proposed to take place, and the date, if any is to be fixed, as of which the books of the Corporation shall close or a record shall be taken with respect to which the holders of record of Common Stock (or such other capital stock or securities at the time issuable upon conversion of the Series B Convertible Preferred Stock) shall be entitled to exchange their shares of Common Stock (or such other capital stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, and the amount per share and character of such exchange applicable to the Series B Convertible Preferred Stock and the Conversion Shares.

(K)          Beneficial Ownership Limitation.  The Corporation shall not effect any conversion of the Series B Convertible Preferred Stock, and a holder shall not have the right to convert any portion of the Series B Convertible Preferred Stock, to the extent that, after giving effect to the conversion, such holder (together with such holder’s Affiliates, and any Persons acting as a group together with such holder or any of such holder’s Affiliates) would beneficially own in excess of the Beneficial Ownership Limitation (as defined below).  For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by such holder and its Affiliates shall include the number of shares of Common Stock issuable upon conversion of the Series B Convertible Preferred Stock with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which are issuable upon (i) conversion of the remaining, unconverted Series B Convertible Preferred Stock beneficially owned by such holder or any of its Affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Corporation subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by such holder or any of its Affiliates.  Except as set forth in the preceding sentence, for purposes of this Section 8(K), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (“Exchange Act”).  In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder.  For purposes of this Section 8(K), in determining the number of outstanding shares of Common Stock, a holder may rely on the number of outstanding shares of Common Stock as stated in the most recent of the following: (i) the Corporation’s most recent periodic or annual report filed with the Securities and Exchange Commission, as the case may be, (ii) a more recent public announcement by the Corporation or (iii) a more recent written notice by the Corporation setting forth the number of shares of Common Stock outstanding.  Upon the written or oral request of a holder, the Corporation shall within one (1) day confirm orally and in writing to such holder the number of shares of Common Stock then outstanding.  In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Corporation, including the Series B Convertible Preferred Stock, by such holder or its Affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of Series B Convertible Preferred Stock held by the applicable holder. The provisions of this paragraph shall be construed and implemented in a manner

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otherwise than in strict conformity with the terms of this Section 8(K) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein or to make changes or supplements necessary or desirable to give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of Series B Convertible Preferred Stock and shall cease to apply only upon sixty-one (61) days’ written notice from the holder to the Corporation of an election to increase or decrease or remove the Beneficial Ownership Limitation.

Section 9.              Ranking.  With respect to payment of dividends and distribution of assets upon liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, all shares of the Series B Convertible Preferred Stock shall rank senior to all Junior Securities.

Section 10.            Breach of Obligations.

(A)          Series B Convertible Preferred Stock Breach. A breach by the Corporation of the rights, preferences, powers, restrictions and limitations of the Series B Convertible Preferred Stock set forth herein shall mean the occurrence of one or more of any of the events and conditions set forth in this Section 10(A) (each such event or condition, a “Series B Convertible Preferred Stock Breach”), whether such event or condition occurs voluntarily or involuntarily, by operation of law or pursuant to any judgment, order, decree, rule or regulation and regardless of the reason or cause of such event or condition; provided, that (i) if such breach is the result of a failure of the Corporation to pay any dividends when due pursuant to Section 2(A), such failure has continued for more than three (3) days and (ii) for any other breach, such breach has continued uncured for ten (10) days. Notwithstanding the foregoing, no Series B Convertible Preferred Stock Breach shall be deemed to have occurred under clause (ii) of the preceding sentence if the Corporation establishes (to the reasonable satisfaction of the holders of a majority of the Series B Convertible Preferred Stock then outstanding) that (i) the particular Series B Convertible Preferred Stock Breach under clause (ii) of the preceding sentence has not been caused by any knowing or purposeful conduct by the Corporation or any of its Subsidiaries and (ii) the Corporation has exercised, and continues to exercise, its reasonable best efforts to promptly cure the Series B Convertible Preferred Stock Breach under clause (ii) of the preceding sentence (if cure is possible).

(i)            Nonpayment of Dividends. The failure of the Corporation to pay any dividend when due pursuant to Section 2(A), whether or not such payment is legally permissible or is otherwise prohibited.

(ii)           Nonpayment of Liquidation Payments. The failure of the Corporation to make any liquidation payment when due pursuant to Section 6, in each case whether or not such payment is legally permissible or is otherwise prohibited.

(iii)          Breach of Veto Rights. The Corporation breaches or otherwise fails to perform or observe any of the covenants or agreements contained in Section 4, including by attempting to take any action requiring the affirmative consent of a majority of the holders of the Series B Convertible Preferred Stock without first obtaining such consent.

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(iv)Bankruptcy or Insolvency. The Corporation or any of its subsidiaries (i) becomes insolvent or admits its inability to pay its debts generally as they become due; (ii) becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven (7) days or is not dismissed or vacated within forty-five (45) days after filing; (iii) makes a general assignment for the benefit of creditors; or (iv) has a receiver, trustee, custodian or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

(B)Consequences of Breach. In addition to any other rights which a holder of shares of Series B Convertible Preferred Stock is entitled under any other contract or agreement and any other rights such holder may have pursuant to applicable law, the holders of shares of Series B Convertible Preferred Stock shall have the rights and remedies set forth in this Section 10(B) on the occurrence of a Series B Convertible Preferred Stock Breach.

(i)Increased Dividend Rate. If a Series B Convertible Preferred Stock Breach has occurred and is continuing, the dividend rate on the Series B Convertible Preferred Stock set forth in Section 2(A) hereof shall increase immediately by an increment of 1.5% per annum, and thereafter shall automatically increase further (and accrue at such higher aggregate dividend rate) at the end of each succeeding 90-day period following the date of the initial Series B Convertible Preferred Stock Breach by an additional increment of 1% per annum (but in no event shall the aggregate dividend rate accruing pursuant to Section 2(A) and this Section 10(B)(i) exceed 15% per annum), until no Series B Convertible Preferred Stock Breach exists.

(ii)Adjustment to Conversion Price. If a Series B Convertible Preferred Stock Breach has occurred and is continuing for a period of ten (10) days, the then current Conversion Price of the Series B Convertible Preferred Stock shall be reduced immediately to ninety percent (90%) of the Conversion Price in effect immediately prior to such reduction, and the number of Conversion Shares issuable on conversion of the shares of Series B Convertible Preferred Stock shall be immediately proportionately increased to a number of shares calculated pursuant to the provisions of Section 8(A) above.

Section 11.Notices.  Except as otherwise provided herein, all notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or e-mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent (a) to the Corporation, at its principal executive offices and (b) to any stockholder, at such holder’s address at it appears in the stock records of the Corporation (or

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at such other address for a stockholder as shall be specified in a notice given in accordance with this Section 11).

Section 12.Amendment.  At any time any shares of Series B Convertible Preferred Stock are outstanding, the Certificate of Incorporation of the Corporation shall not be further amended, by merger, consolidation or otherwise, in any manner which would alter or change the powers, preferences or rights of the Series B Convertible Preferred Stock so as to affect them adversely without the affirmative vote of the holders of a majority or more of the outstanding shares of Series B Convertible Preferred Stock, voting separately as a class.

Section 13.Defined Terms.

(A)“Affiliate” means, with respect to any Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, the subject Person. For purposes of the term “Affiliate,” the term “control” (including the terms “controlling,” “controlled by” and “under common control with”) means the possession, direct or indirect, of the power to direct or to cause the direction of the management and policies of a Person, whether through the ownership of securities, by contract or otherwise.

(B)“Common Stock Deemed Outstanding” means, at any given time, the sum of (i) the number of shares of Common Stock actually outstanding at such time, plus (ii) the number of shares of Common Stock issuable upon exercise of Options actually outstanding at such time, plus (iii) the number of shares of Common Stock issuable upon conversion or exchange of Convertible Securities actually outstanding at such time (treating as actually outstanding any Convertible Securities issuable upon exercise of Options actually outstanding at such time), in each case, regardless of whether the Options or Convertible Securities are actually exercisable at such time; provided, that Common Stock Deemed Outstanding at any given time shall not include shares owned or held by or for the account of the Corporation or any of its wholly owned subsidiaries.

(C)“Conversion Shares” means the shares of Common Stock or other capital stock of the Corporation then issuable upon conversion of the Series B Convertible Preferred Stock in accordance with the terms of Section 8.

(D)“Convertible Securities” means any securities (directly or indirectly) convertible into or exchangeable for Common Stock, but excluding Options.

(E)“Date of Issuance” means, for any share of Series B Convertible Preferred Stock, the date on which the Corporation initially issues such share (without regard to any subsequent transfer of such share or reissuance of the certificate(s) representing such share of Series B Convertible Preferred Stock).

(F)“Excluded Issuance” means any issuance or sale (or deemed issuance or sale in accordance with Section 8(J)(iv) by the Corporation after the Date of Issuance of: (a) shares of Common Stock issued on the conversion of the Series B Convertible Preferred Stock; (b) shares of Common Stock issued upon the conversion or exercise of Options or Convertible Securities

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issued prior to the Date of Issuance, provided that such securities are not amended after the date hereof to increase the number of shares of Common Stock issuable thereunder or to lower the exercise or conversion price thereof; (c) shares of Common Stock issued upon the conversion or exercise of Options (other than Options covered by clause (b) above) or Convertible Securities issued prior to the Date of Issuance, provided that such securities are not amended after the date hereof to increase the number of shares of Common Stock issuable thereunder or to lower the exercise or conversion price thereof, and up to 3,500,000 shares of (i) Common Stock or restricted Common Stock units and (ii) Common Stock issued upon the conversion or exercise of Options issued following the Date of Issuance under the 2013 Equity Compensation Plan, as amended, or a similar equity compensation plan approved by the Corporation’s shareholders, provided that such securities are not amended after the date hereof to increase the number of shares of Common Stock issuable thereunder or to lower the exercise or conversion price thereof; or (d) shares of Common Stock, Options or Convertible Securities issued (i) as consideration for a joint venture, strategic alliance or other commercial relationship with such person (including persons that are customers, suppliers and strategic partners of the Corporation) relating to the operation of the Corporation’s business and not for the primary purpose of raising equity capital, (ii) as consideration for the acquisition by the Corporation of another business or its tangible or intangible assets, (iii) to lenders as equity kickers in connection with debt financings of the Corporation or (iv) shares of Common Stock, Options or Convertible Securities issued to the lessor or vendor in any office lease or equipment lease or similar equipment financing transaction in which the Corporation obtains the use of such office space or equipment for its business that is not primarily for purposes of raising equity capital, in each case, where such transactions have been approved by the Board of Directors, with the total number of shares issuable pursuant to this clause (d) not exceeding five percent (5%) of the shares of Common Stock (determined assuming the conversion of Series B Convertible Preferred Stock into Common Stock) outstanding immediately after the issuance of the Series B Convertible Preferred Stock.

(G)“Liquidation Value” means, with respect to any share of Series B Convertible Preferred Stock on any given date, the greater of (i) the Series B Original Issue Price, plus any dividends accrued and accumulated or declared but unpaid thereon and (ii) such amount per share as would have been payable had all shares of Series B Convertible Preferred Stock been converted into Common Stock pursuant to Section 8 on such date.

(H)“Junior Securities” means, collectively, the common stock, par value $0.001 per share (the “Common Stock”) of the Corporation, the Series A Preferred Stock, par value $0.001 per share, of the Corporation, and any other class of equity securities of the Corporation that is junior to the Series B Convertible Preferred Stock (either as to dividends or upon liquidation, dissolution or winding up).

(I)“Options” means any warrants or other rights or options to subscribe for or purchase Common Stock or Convertible Securities.

(J)“Person” means any individual, corporation, partnership, association, trust or other entity or organization, including a government or political subdivision or any agency or instrumentality thereof.

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(K)“Series B Original Issue Price” shall mean $1,000.00 per share.

(L)“Treasury Rate” means the yield to maturity at the time of computation of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15(519) which has become publicly available at least two business days prior to the date of determination (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the date of determination to the Initial Conversion Date; provided, however, that if the period from the date of determination to the Initial Conversion Date is not equal to the constant maturity of a United States Treasury security for which a weekly average yield is given, the Treasury Rate shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of United States Treasury securities for which such yields are given, except that if the period from the date of determination to the Initial Conversion Date is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year shall be used.

[remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the undersigned has executed this Certificate of Designation as of this 17th day of September, 2015.

SFX ENTERTAINMENT, INC.
By:	/s/ Richard Rosenstein
	Name:	Richard Rosenstein
	Title:	Chief Financial Officer

[Series B Convertible Preferred Stock Certificate of Designation – Signature Page]

EX-10.1

Exhibit 10.1

Execution Copy

SUBSCRIPTION AGREEMENT

This SUBSCRIPTION AGREEMENT (this “Agreement”) is dated as of September 17, 2015, by and between SFX Entertainment, Inc., a Delaware corporation (the “Company”), and Sillerman Investment Company III LLC, a Delaware limited liability company (the “Subscriber”).

WHEREAS, the Company desires to issue and sell to the Subscriber, and the Subscriber desires to subscribe for and purchase from the Company, an aggregate of 300 shares (the “Sale Shares”) of Series A Preferred Stock of the Company, par value $0.001 per share (“Series A Preferred Stock”), having the terms set forth in the Certificate of Designations, Rights and Preferences of the Series A Preferred Stock of the Company, dated as of September 17, 2015 (the “Certificate of Designations”), a copy of which is attached hereto as Annex A.

NOW, THEREFORE, in consideration of the premises and the mutual agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I

SUBSCRIPTION; CLOSING; DELIVERIES

1.1.Initial Closing.  The purchase and sale of the Sale Shares shall take place at one or more closings (each of which is referred to in this Agreement as a “Closing”).  The initial Closing (the “Initial Closing”) of the transactions contemplated by this Agreement shall take place at the offices of Fried, Frank, Harris, Shriver & Jacobson LLP, at One New York Plaza, New York, New York 10004 on the date hereof simultaneously with the execution and delivery of this Agreement by all parties hereto (such date, the “Closing Date”).  Subject to the terms and conditions hereof, at the Initial Closing, the Subscriber shall subscribe for and purchase from the Company 150 Sale Shares for an initial subscription price of $15,000,000 (the “Initial Subscription Price”), and the Company shall issue and sell such Sale Shares to the Subscriber at the Initial Subscription Price.

1.2.Subsequent Closings.  Subject to the terms and conditions of this Agreement, the Company shall issue and sell to the Subscriber at six (6) subsequent Closings (each, a “Subsequent Closing”) over the thirty (30) day period following the Initial Closing 25 Sale Shares for a subscription price of $2,500,000 at each such Subsequent Closing (each such amount, a “Subsequent Subscription Price”), with the first Subsequent Closing to be held five (5) days following the Initial Closing, and the Subsequent Closings to be held every fifth (5th) day thereafter (and if any such fifth (5th) day is not a Business Day, such Subsequent Closing shall be held on the immediately following Business Day).  “Business Day” means any day other than a Saturday, Sunday or day on which banks are closed in New York, New York.

1.3.Closing Deliveries.

(a)At the Initial Closing, the Company shall deliver to the Subscriber:

(1)evidence that the Certificate of Designations has been duly filed with the Secretary of State of the State of Delaware and is in full force and effect; and

(2)a certificate or certificates evidencing the Sale Shares being purchased at the Initial Closing.

(b)At each Subsequent Closing, the Company shall deliver to the Subscriber a certificate or certificates evidencing the Sale Shares being purchased at such Subsequent Closing.

(c)At each Closing, the Subscriber shall deliver and pay to the Company, by wire transfer of immediately available funds to the account specified in advance by the Company, the Initial Subscription Price or the Subsequent Subscription Price, as applicable.

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company hereby represents and warrants to the Subscriber as of each Closing as follows:

2.1.Organization and Good Standing.  The Company (a) is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and (b) has all requisite power and authority to own its assets and to carry on its business as now conducted.

2.2.Authority; Execution; Enforceability.  The Company has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby.  The execution and delivery of this Agreement, the performance of its obligations hereunder, and the consummation of the transactions contemplated hereby, by the Company have been duly authorized by all requisite action on the part of the Company and no other action on the part of the Company is necessary for the execution, delivery and performance of this Agreement by the Company or the consummation of the transactions contemplated hereby.  Assuming the due authorization, execution and delivery of this Agreement by all other parties hereto, this Agreement constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to (x) bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally and (y) general principles of equity.  The Company has all requisite power and authority to issue the Sale Shares in accordance with this Agreement

2.3.No Conflicts.  The execution, delivery and performance of this Agreement by the Company do not, and the consummation of the transactions contemplated hereby by the Company will not, violate, conflict with or result in a breach of or constitute a default (with or without notice or lapse of time, or both) under any material agreement, instrument, permit, franchise, license, law, regulation, judgment or order applicable to the Company.

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2.4.Consents and Approvals.  Assuming the accuracy of the representations and warranties made by the Subscriber in Article IV, no notices, reports, registrations or other filings are required to be made by the Company with, nor are any consents, approvals or authorizations required to be obtained by the Company from any governmental authority or any other person under any contract, agreement or other obligation to which the Company is party or by which its assets are bound, in connection with the valid execution, delivery or performance of this Agreement by the Company, the consummation by the Company of the transactions contemplated by this Agreement or the issuance of the Sale Shares by the Company in accordance with this Agreement, in each case except for such notices, reports, registrations, other filings, consents, approvals or authorizations the failure of which to make or obtain, individually or in the aggregate, are not material to the Company’s ability to perform its obligations hereunder and would not be reasonably likely to prohibit or restrict or delay, in any material respect, the performance by the Company of its obligations hereunder or the issuance of the Sale Shares by the Company in accordance with this Agreement.

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE SUBSCRIBER

The Subscriber hereby represents and warrants to the Company as of each Closing as follows:

3.1.Organization and Good Standing.  The Subscriber (a) is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and (b) has all requisite power and authority to own its assets and to carry on its business as now conducted.

3.2.Authority; Execution; Enforceability.  The Subscriber has all requisite capacity, power and authority to (a) execute and deliver this Agreement, (b) perform its obligations hereunder and thereunder, and (c) consummate the transactions contemplated hereby and thereby.  The execution and delivery of this Agreement, the performance of its obligations hereunder, and the consummation of the transactions contemplated hereby has been duly authorized by all requisite action on the part of the Subscriber, and no other action on the part of the Subscriber is necessary for the execution, delivery and performance of this Agreement by the Subscriber or the consummation of the transactions contemplated hereby or thereby.  Assuming the due authorization, execution and delivery of this Agreement by the Company, this Agreement constitutes the legal, valid and binding obligation of the Subscriber, enforceable against the Subscriber in accordance with its terms, subject to (x) bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and (y) general principles of equity.

3.3.No Conflicts.  The execution, delivery and performance of this Agreement by the Subscriber do not, and the consummation of the transactions contemplated hereby and thereby by the Subscriber will not, violate, conflict with or result in a breach of or constitute a default (with or without notice or lapse of time, or both) under any agreement, instrument, permit, franchise, license, law, regulation, judgment or order applicable to the Subscriber.

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3.4.Purchase Entirely for Own Account. The Subscriber represents that the Sale Shares will be acquired for investment by the Subscriber for its own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that the Subscriber has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, the Subscriber further represents that it does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third party, with respect to any of the Sale Shares.

3.5.Investment Experience. The Subscriber can bear the economic risk of the total loss of its investment in the Sale Shares, and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment in the Sale Shares.

3.6.Accredited Investor. The Subscriber is an “accredited investor” as defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”).

3.7.Restricted Securities. The Subscriber understands that the Sale Shares are “restricted securities” as defined in Rule 144 promulgated under the Securities Act inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may not be resold without registration under the Securities Act, except in certain limited circumstances. The Subscriber is familiar with Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act

3.8.Reliance on Exemptions. The Subscriber understands that the Sale Shares are being offered and sold in reliance upon specific exemptions from the registration requirements of the Securities Act and state securities laws and that the Company is relying upon the truth and accuracy of, and the Subscriber’s compliance with, the representations, warranties, covenants, agreements, acknowledgments and understandings of the Subscriber contained in this Agreement in order to determine the availability of such exemptions and the eligibility of Subscriber to acquire the Sale Shares.

ARTICLE IV

MISCELLANEOUS

4.1.Entire Agreement; Amendments.  This Agreement, the Annexes and other documents referred to herein and the documents delivered pursuant hereto contain the entire understanding of the parties hereto with regard to the subject matter contained herein or therein, and supersede all other prior representations, warranties, agreements, understandings or letters of intent between or among any of the parties hereto.  This Agreement shall not be amended, restated, modified or supplemented except by a written instrument signed by all parties hereto.  Until such an amendment is signed by all such parties, any other agreements, understandings, written or oral promises or representations at odds with the terms of this Agreement shall be of no effect and shall not in any way be binding upon the parties hereto.

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4.2.Notices.  All notices or other communications required or permitted hereunder shall be in writing and shall be deemed given or delivered (i) when delivered personally to the recipient, (ii) one Business Day after being sent to the recipient by reputable overnight courier service (charges prepaid), (iii) when delivered by facsimile or electronic transmission with confirmation of delivery, or (iv) four (4) Business Days after being mailed to the recipient by certified or registered mail, return receipt requested and postage prepaid, and addressed to the intended recipient as set forth below:

If to the Company:

SFX Entertainment, Inc.

902 Broadway, 15th Floor

New York, New York 10010

Attention:  Richard Rosenstein

Fax No.:  (646) 417-7393

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

Steptoe & Johnson LLP

1114 Avenue of the Americas

New York, NY 10036

Attention:  Michael J.W. Rennock

Fax No.:  (212) 506-3950

If to Subscriber:

Sillerman Investment Company III LLC

902 Broadway, 15th Floor

New York, NY 10010

Attn:  Robert F. X. Sillerman

with a copy to:

Fried, Frank, Harris, Shriver & Jacobson LLP

One New York Plaza

New York, New York 10004

Attention: Philip Richter

Fax No.:  (212) 859-4000

Any party may change the address to which notices or other communications hereunder are to be delivered by giving the other parties notice in the manner herein set forth.

4.3.Successors and Assigns.  This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns; provided

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that no party to this Agreement may assign its rights or delegate its obligations under this Agreement prior to the Closing without the express prior written consent of the other parties to this Agreement.  Following the Closing, the Company may assign any of its rights hereunder, but no such assignment shall relieve the Company of its obligations hereunder.

4.4.Waivers.  Any term or provision of this Agreement may be waived, or the time for its performance may be extended, by the party or parties entitled to the benefit thereof.  Any such waiver shall be validly and sufficiently authorized for the purposes of this Agreement if, as to any party, it is authorized in writing by an authorized representative of such party.  The failure of any party hereto to enforce at any time any provision of this Agreement shall not be construed to be a waiver of such provision, nor in any way to affect the validity of this Agreement or any part hereof or the right of any party thereafter to enforce each and every such provision.  No waiver of any breach of this Agreement shall be held to constitute a waiver of any other or subsequent breach.

4.5.Certain Expenses.  Each party hereto shall bear its own costs, fees and expenses incurred in connection with the transactions contemplated by this Agreement; provided, that the Company shall reimburse the Subscriber for all out of pocket legal fees incurred in connection with the transactions contemplated hereunder.

4.6.Partial Invalidity.  Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

4.7.Execution in Counterparts.  This Agreement may be executed in counterparts, including by facsimile transmission or other electronic means, each of which shall be considered an original instrument, but all of which together shall constitute one and the same agreement, and shall become binding when one or more counterparts have been signed by each of the parties hereto and delivered to the other parties hereto.

4.8.Further Assurances.  Upon the terms and subject to the conditions herein, each of the parties hereto agrees to use its reasonable best efforts to take or cause to be taken all action, to do or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable laws and regulations or otherwise to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including (a) the satisfaction of the conditions precedent to the obligations of any of the parties hereto; (b) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder; and (c) the execution and delivery of such instruments, and the taking of such other actions, as the other parties hereto may reasonably require in order to carry out the intent of this Agreement.

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4.9.Governing Law; Submission to Jurisdiction; Waiver of Jury Trial.  This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware, without regard to conflicts of laws or choice of law provisions or principles.  By the execution and delivery of this Agreement, the Company and the Subscriber submits to the exclusive personal jurisdiction of any state or federal court sitting in the in the State of Delaware, in any suit or proceeding arising out of or relating to this Agreement.  EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

4.10.No Third Party Beneficiaries.  Nothing express or implied in this Agreement is intended or shall be construed to confer upon or give any person other than the parties hereto and their respective heirs, successors and permitted assigns any right, benefit or remedy under or by reason of this Agreement.

[Signature page follows]

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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement effective as of the date first above written.

COMPANY:
SFX ENTERTAINMENT, INC.
By:	/s/ Richard Rosenstein
	Name: Richard Rosenstein
	Title: CFO
SUBSCRIBER:
SILLERMAN INVESTMENT COMPANY III LLC
By:	/s/ Robert F. X. Sillerman
	Name: Robert F. X. Sillerman
	Title: Manager and Sole Member

[Signature Page to Subscription Agreement]

EX-10.2

Exhibit 10.2

Execution Copy

VOTING AND SUPPORT AGREEMENT

VOTING AND SUPPORT AGREEMENT, dated as of September 17, 2015 (this “Agreement”), by and between SFX Entertainment, Inc., a Delaware corporation (the “Company”), Sillerman Investment Company III LLC, a Delaware limited liability company (“SIC”), ESFX LLC, a Delaware limited liability company (“ESFX”) and Robert F. X. Sillerman (“Sillerman” and, together with SIC and ESFX, the “Stockholders”).  The Company and the Stockholders are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.

RECITALS:

WHEREAS, as of the date hereof, each Stockholder “beneficially owns” (as such term is defined in Rule 13d-3 promulgated under the Exchange Act) and is entitled to dispose of (or to direct the disposition of) and to vote (or to direct the voting of) the number of shares of common stock, par value $0.001 per share, of the Company (the “Common Stock”) set forth opposite each Stockholders’ name on Schedule I attached hereto (such shares of Common Stock (except as otherwise indicated on Schedule I), together with any other shares of Common Stock the voting power over which such Stockholder acquires, during the period from and including the date hereof through and including the date on which this Agreement is terminated in accordance with its terms(such period, the “Voting Period”), are collectively referred to herein as the “Subject Shares” of such Stockholder);

WHEREAS, the Company has appointed a special committee (the “Special Committee”) to conduct a process to solicit one or more proposals (each, a “Proposal”) from prospective buyers (which may include the Stockholders) in an effort to sell the Company to one of such buyers; and

WHEREAS, as part of the process established by the Special Committee for the sale of the Company, the Stockholders have agreed, under the terms of this Agreement, to support a transaction pursuant to a definitive transaction agreement (a “Definitive Agreement”) recommended by the Special Committee (a “Recommended Transaction”); and

WHEREAS, the Parties desire to formalize their agreement with respect to the Stockholders’ support of certain Recommended Transactions.

NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties, covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, intending to be legally bound hereby, the Company and the Stockholders hereby agree as follows:

ARTICLE I

VOTING AGREEMENT AND IRREVOCABLE PROXY

Section 1.1Agreement to Vote.

(a)Agreement to Vote the Subject Shares in a Recommended Transaction.  Subject to Sections 1.1(b), 1.1(c), 1.2, 1.3 and 1.4, each Stockholder hereby unconditionally and irrevocably agrees that, during the Voting Period, at any duly called meeting of the stockholders of the Company (or any adjournment or postponement thereof), and in any action by written consent of the stockholders of the Company, each Stockholder shall, if a meeting is held, appear at the meeting, in person or by proxy, or otherwise cause its Subject Shares to be counted as present thereat for purposes of establishing a quorum, and shall vote or consent (or cause to be voted or consented), in person or by proxy, its Subject Shares (a) in favor of any Recommended Transaction (and any actions required in furtherance thereof), (b) against any action, proposal, transaction or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Stockholders contained in this Agreement, (c) in favor of the adoption of a Definitive Agreement for a Recommended Transaction, and (d) against the following actions or proposals (other than the transactions contemplated by the Definitive Agreement):  (i) any proposal in opposition to approval of a Definitive Agreement for a Recommended Transaction or in competition with or materially inconsistent with a Definitive Agreement for a Recommended Transaction; and (ii) any other action or proposal involving the Company or any subsidiary of the Company that is intended, or would reasonably be expected, to prevent, impede, interfere with, delay, postpone or adversely affect the transactions contemplated by a Definitive Agreement for a Recommended Transaction or could reasonably be expected to result in any of the conditions to the Company’s obligations under a Definitive Agreement for a Recommended Transaction not being fulfilled; unless any such action or proposal is recommended by the Special Committee.

(b)Stockholder Proposal.  In the event that one or more of the Stockholders, acting alone or with any of their respective Affiliates, together with one or more other persons, provides the Company with a Proposal to acquire the Company that is fully financed (i.e., a Proposal that has no financing condition and that includes evidence reasonably acceptable to the Special Committee of their ability to fund the Proposal in its entirety) (a “Stockholder Proposal”) prior to the Special Committee’s recommendation of a Recommended Transaction with any prospective buyer other than a Stockholder, the provisions of Section 1.1(a), 1.2 and 1.3 shall be applicable only to a Recommended Transaction from a prospective buyer that, by its terms provides that the holders of Company Common Stock would receive at closing cash consideration in an amount, or securities listed on a national securities exchange with a trading value at the time of execution of a Definitive Agreement with respect to such transaction, exceeding the consideration per share payable pursuant to the Stockholder Proposal.  Nothing in this Section 1(b) shall be construed to prohibit or otherwise limit the ability of the Stockholders to submit a Proposal at any time that contains a price per share that, by its terms provides that the holders of Company Common Stock would receive at closing cash consideration in an amount, or securities listed on a national securities exchange with a trading value at the time of execution of a Definitive Agreement with respect to such transaction, exceeding the consideration per share payable pursuant to the Definitive Agreement for a Recommended Transaction (a “Superior Stockholder Proposal”).  In the event that one or more of the Stockholders submits a Superior Stockholder Proposal that

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is fully financed (as defined in the parenthetical in the first sentence of this Section 1(b)), the provisions of Section 1.1(a), 1.2 and 1.3 shall be applicable only to a Recommended Transaction from a prospective buyer that, by its terms provides that the holders of Company Common Stock would receive at closing cash consideration in an amount, or securities listed on a national securities exchange with a trading value at the time of execution of a Definitive Agreement with respect to such transaction, exceeding the consideration per share payable pursuant to the Superior Stockholder Proposal.

(c)Notwithstanding anything herein to the contrary, Sections 1.1(a), 1.2 and 1.3 shall be applicable only to a Recommended Transaction if prior to or concurrently with the execution of the Definitive Agreement with respect thereto, the Company and or the buyer shall have entered into arrangements to provide for (x) the termination or replacement of all then outstanding Sillerman Credit Supports, and the release of all collateral posted pursuant thereto, (y) the release of the Stockholders and their respective Affiliates from any and all support obligations under the Sillerman Credit Supports and (z) the reimbursement of the Stockholders and their respective Affiliates for all unreimbursed payments made by them in respect of the Sillerman Credit Supports.  For the avoidance of doubt, the Parties acknowledge and agree that (i) the amounts set forth on Exhibit A under the caption “Outstanding Unreimbursed Payments” constitute all such unreimbursed payments as of the date of this Agreement, and (ii) any such amounts that are reimbursed prior to the execution of the Definitive Agreement with respect to a Recommended Transaction shall be deemed removed from Exhibit A immediately upon such reimbursement.  As of the date of this Agreement, “Sillerman Credit Supports” means the guaranties of obligations of the Company and/or its Subsidiaries provided by the Stockholders and listed on Exhibit A hereto.

(d)No Contrary Agreements.  Subject to Section 1.4, each Stockholder agrees not to, and shall cause its Representatives not to, enter into any agreement, commitment or arrangement with any Person the effect of which would be inconsistent with or violative of the provisions and agreements contained in this Article I.

Section 1.2Grant of Irrevocable Proxy.  Each Stockholder hereby appoints the Company and any designee of the Company, and as each Stockholder’s agent, proxy and attorney-in-fact, with full power of substitution and resubstitution in the premises, to vote or act by written consent during the Voting Period with respect to any and all of the Subject Shares in accordance with Section 1.1, in each case subject to the receipt of any requisite regulatory approvals, if required.  Each Stockholder shall promptly cause a copy of this Agreement to be deposited with the Company at its principal place of business.  Each Stockholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy.  Each Stockholder affirms that the irrevocable proxy set forth in this Article II is given in connection with, and in consideration of, the Company’s agreement to conduct the sale process, and that such irrevocable proxy is given to the Company by each Stockholder to secure the performance of the duties of each Stockholder under this Agreement.

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Section 1.3Nature of Irrevocable Proxy.  The proxy and power of attorney granted pursuant to Section 1.2 to the Company by each Stockholder shall (a) be irrevocable during the term of this Agreement, (b) be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy, (c) revoke any and all prior proxies and powers of attorney granted by each Stockholder with respect to the Subject Shares and (d) not give any subsequent proxy or power of attorney with respect to the Subject Shares, other than a proxy necessary to permit each Stockholder to comply with Section 1.1.  The power of attorney granted by each Stockholder herein is a durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity of each Stockholder and shall be binding upon the heirs, personal representatives, successors or assigns of each Stockholder.  The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement.  It is agreed that the Company and any designee of the Company shall use the irrevocable proxy granted hereby only in accordance with applicable law.  For the avoidance of doubt, the vote of the Company or any designee of the Company shall control in any conflict between the vote by the Company or any designee of the Company of the Subject Shares and any other vote by Stockholder of the Subject Shares.

Section 1.4Action in Stockholder Capacity Only.  The Parties acknowledge that this Agreement is entered into by each Stockholder in his or its capacity as an owner of Subject Shares and that nothing in this Agreement shall in any way restrict or limit any Stockholder from taking or authorizing any action or inaction in his or its capacity as a director, officer or other fiduciary of the Company.  Further, nothing in this Agreement shall be construed to impose any obligation or limitation on votes or actions taken by any director, officer, general partner, member, employee, agent or other representative (collectively, “Representatives”) of Stockholder in his or her capacity as a director or officer of the Company.

COVENANTS

Section 1.5Generally.

(a)Each Stockholder agrees that during the Voting Period, except as contemplated by the terms of this Agreement, it shall not, and shall cause its Representatives not to, without the Company’s prior written consent, (i) sell (including short sales), transfer, tender, assign or otherwise dispose of (including by gift) (collectively, a “Transfer”) of any or all of the Subject Shares (other than pursuant to a foreclose on such Subject Shares pursuant to a bona fide lien or encumbrance on the Subject Shares; (ii) grant any proxies or powers of attorney with respect to any or all of the Subject Shares that would permit any action to be taken with respect to the Subject Shares in contravention of Sections 1.1,1.2 or 1.3; or (iii) take any action that would have the effect of preventing, impeding, interfering with or adversely affecting such Stockholder’s ability to perform its obligations under this Agreement, provided that it is understood that the pledge of any of the Subject Shares in a bona fide loan transaction (and the Transfer of Subject Shares in connection with a foreclosure with respect to such loan) shall not be deemed to be a violation of this Section 2.1(a) and, in the event of such Transfer, the transferred shares shall no longer be considered Subject Shares for purposes of this Agreement.

(b)In the event of a stock dividend or distribution, or any change in the Common Stock by reason of any stock dividend or distribution, split-up, recapitalization, combination, conversion, exchange of shares or the like, the term “Subject Shares” shall be

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deemed to refer to and include the Subject Shares as well as all such stock dividends and distributions and any securities into which or for which any or all of the Subject Shares may be changed or exchanged or which are received in such transaction.

Section 1.6Standstill Obligations of the Stockholder.  Each Stockholder covenants and agrees with the Company that, during the Voting Period:

(a)Such Stockholder shall not, nor shall such Stockholder permit any of its Representatives to, nor shall such Stockholder act in concert with or permit any of its Representatives to act in concert with any person to make, or in any manner participate in, directly or indirectly, a “solicitation” of “proxies” or consents (as such terms are used in the rules of the SEC) or powers of attorney or similar rights to vote, or seek to advise or influence any person with respect to the voting of, any shares of Common Stock in connection with a Recommended Transaction in respect of which the Stockholder is required to vote in favor of, other than to (i) recommend that stockholders of the Company vote in favor of the transactions contemplated by such Recommended Transaction and any actions in furtherance thereof, and (ii) take any other action to the extent consistent with Section 1.1 of this Agreement.

(b)Such Stockholder shall not, nor shall such Stockholder permit any Representative of such Stockholder to, nor shall such Stockholder act in concert with or permit any Representative of such Stockholder to act in concert with any person to, deposit any of the Subject Shares in a voting trust or subject any of the Subject Shares to any arrangement or agreement with any person with respect to the voting of the Subject Shares, in each case that would be inconsistent with such Stockholder’s obligations under Section 1.1 of this Agreement.

Section 1.7Appraisal Rights.  Each Stockholder agrees not to seek appraisal or assert any rights of dissent from any Recommended Transaction that it may have under Section 262 of the DGCL (or otherwise) and, to the extent permitted by applicable law, each Stockholder hereby waives any rights of appraisal or rights to dissent from any Recommended Transaction that it may have under Section 262 of the DGCL.

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF STOCKHOLDER

Each Stockholder hereby represents and warrants to the Company as follows:

Section 2.1Binding Agreement.  Each Stockholder (a) if a natural person, is of legal age to execute this Agreement and is legally competent to do so and (b) if not a natural person, (i) is a corporation, limited liability company or partnership duly organized and validly existing under the laws of the jurisdiction of its organization and (ii) has all necessary power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby.  The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby by each Stockholder has been duly authorized by all necessary corporate, limited liability or partnership action on the part of such Stockholder.  This Agreement, assuming due authorization, execution and delivery hereof by the Company, constitutes a legal, valid and binding obligation of Stockholder, enforceable against each Stockholder in accordance with its terms (except as such enforceability may be limited by

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bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditor’s rights, and to general equitable principles).

Section 2.2Ownership of Shares.  Schedule I sets forth opposite each Stockholder’s name the number of shares of Common Stock over which such Stockholder has record and beneficial ownership as of the date hereof.  As of the date hereof, except as set forth on Schedule I, each Stockholder is the lawful owner of the shares of Common Stock denoted as being owned by such Stockholder on Schedule I, and has the sole power to vote or cause to be voted such shares.  Except as set forth on Schedule I, each Stockholder does not own or hold any right to acquire any additional shares of any class of capital stock of the Company or other securities of the Company or any interest therein or any voting rights with respect to any securities of the Company other than the Subject Shares.  There are no claims for finder’s fees or brokerage commissions or other like payments in connection with this Agreement or the transactions contemplated hereby for which the Company or its subsidiaries will be responsible as a result of arrangements made by the Stockholders.

Section 2.3No Conflicts.

(a)No filing with any governmental authority, and no authorization, consent or approval of any other person is necessary for the execution of this Agreement by each Stockholder and the consummation by each Stockholder of the transactions contemplated hereby.

(b)None of the execution and delivery of this Agreement by each Stockholder, the consummation by each Stockholder of the transactions contemplated hereby or compliance by each Stockholder with any of the provisions hereof shall (i) conflict with or result in any breach of the organizational documents of such Stockholder, as applicable, (ii) result in, or give rise to, a violation or breach of or a default under any of the terms of any material contract, understanding, agreement or other instrument or obligation to which such Stockholder is a party or by which such Stockholder or any of the Subject Shares or such Stockholder’s assets may be bound, or (iii) violate any applicable order, writ, injunction, decree, judgment, statute, rule or regulation, except for any of the foregoing as could not reasonably be expected to impair such Stockholder’s ability to perform its obligations under this Agreement.

Section 2.4Reliance by the Company.  Each Stockholder understands and acknowledges that the Company has authorized the Special Committee to conduct the sale process for the Company in reliance upon the execution and delivery of this Agreement by the Stockholders.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company hereby represents and warrants to each Stockholder as follows:

Section 3.1Binding Agreement. The Company is a Delaware corporation duly organized and validly existing under the laws of the jurisdiction of its organization.  The Company has all necessary corporate power and authority to execute and deliver this Agreement

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and to consummate the transactions contemplated hereby.  The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby by the Company have been duly authorized by all necessary corporate action on the part of the Company.  This Agreement, assuming due authorization, execution and delivery hereof by Stockholder, constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditor’s rights, and to general equitable principles).

Section 3.2No Conflicts.

(a)No filing with any governmental authority, and no authorization, consent or approval of any other person is necessary for the execution of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby.

(b)None of the execution and delivery of this Agreement by the Company, the consummation by the Company of the transactions contemplated hereby or compliance by the Company with any of the provisions hereof will (i) conflict with or result in any breach of the organizational documents of the Company, (ii) result in, or give rise to, a violation or breach of or a default under any of the terms of any material contract, understanding, agreement or other instrument or obligation to which the Company is a party or by which the Company or any of its assets may be bound, or (iii) violate any applicable order, writ, injunction, decree, judgment, statute, rule or regulation, except for any of the foregoing as could not reasonably be expected to impair the Company’s ability to perform its obligations under this Agreement.

ARTICLE IV

TERMINATION

Section 4.1Termination.  This Agreement shall automatically terminate, and neither the Company nor any of the Stockholders shall have any rights or obligations hereunder and this Agreement shall become null and void and have no effect upon the earliest to occur of (a) the mutual written consent of the Company and the Stockholders, (b) October 3, 2015 (or such later date as the Parties shall agree) or (c) the date of termination of the Definitive Agreement for a Recommended Transaction in accordance with its terms (unless such termination occurs in connection with the Company entering into a Definitive Agreement for an alternative Recommended Transaction); provided that if the Company enters into a Definitive Agreement prior to October 3, 2015, the Stockholders’ obligation to vote in favor of the adoption of such Definitive Agreement shall remain in effect (but only so long as such agreement remains in not terminated or amended) until the earlier of (i) a stockholder vote with respect to such agreement, and (ii) the six month anniversary of the execution of such agreement.  The termination of this Agreement shall not prevent any Party hereunder from seeking any remedies (at law or in equity) against another Party hereto or relieve such Party from liability for such Party’s breach of any terms of this Agreement.  Notwithstanding anything to the contrary herein, the provisions of Article VI (other than Section 6.2) shall survive the termination of this Agreement.

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ARTICLE V

MISCELLANEOUS

Section 5.1Publication.  Each Stockholder hereby permits the Company to publish and disclose in any forms, schedules or other documents to be filed with the SEC such Stockholder’s identity and ownership of the Subject Shares and the nature of its commitments, arrangements and understandings pursuant to this Agreement.

Section 5.2Further Assurances.  From time to time, at the other Party’s request and without further consideration, each Party shall execute and deliver such additional documents and take all such further action as may be reasonably necessary or desirable to consummate the transactions contemplated by this Agreement.

Section 5.3Fees and Expenses.  Each of the Parties shall be responsible for its own fees and expenses (including, without limitation, the fees and expenses of investment bankers, accountants and counsel) in connection with the entering into of this Agreement and the consummation of the transactions contemplated hereby and by any Definitive Agreement.

Section 5.4Amendments, Waivers, etc. This Agreement may not be amended, changed, supplemented, waived or otherwise modified, except upon the execution and delivery of a written agreement executed by each of the Parties hereto.  The failure of any Party hereto to exercise any right, power or remedy provided under this Agreement or otherwise available in respect hereof at law or in equity, or to insist upon compliance by any other Party hereto with its obligations hereunder, and any custom or practice of the Parties at variance with the terms hereof shall not constitute a waiver by such Party of its right to exercise any such or other right, power or remedy or to demand such compliance.

Section 5.5Notices.  All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered (a) in person, (b) by facsimile with confirmation of transmission by the transmitting equipment, or (c) by registered or certified mail (postage prepaid, return receipt requested) to the respective Parties at the following addresses or facsimile numbers or at such other addresses or facsimile numbers as shall be specified by the Parties by like notice:

If to the Company:	SFX Entertainment, Inc.
	902 Broadway, 15th Floor
	New York, New York 10010
	Attention: Richard Rosenstein
	Fax No.: (646) 417-7393
	with a copy to:
	Steptoe & Johnson LLP
	1114 Avenue of the Americas
	New York, NY 10036
	Attention: Michael J.W. Rennock
	Fax No.: (212) 506-3950

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If to the Stockholders:	Sillerman Investment Company III LLC
	902 Broadway, 15th Floor
	New York, NY 10010
	Attn: Robert F. X. Sillerman
	with a copy to:
	Fried, Frank, Harris, Shriver & Jacobson LLP
	One New York Plaza
	New York, New York 10004
	Attention: Philip Richter and Abigail Bomba
	Fax No.: (212) 859-4000

Section 5.6Headings.  The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

Section 5.7Severability.  If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any Party.  Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible.

Section 5.8Entire Agreement; Assignment.  This Agreement constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral, among the Parties, or any of them, with respect to the subject matter hereof.  This Agreement shall not be assigned by operation of law or otherwise without the prior written consent of the other Party, except that the Company may assign all or any of its rights and obligations hereunder to any direct or indirect wholly-owned subsidiary of the Company.

Section 5.9Parties in Interest.  This Agreement shall be binding upon and inure solely to the benefit of each Party hereto, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any rights, benefits or remedies of any nature whatsoever under or by reason of this Agreement.

Section 5.10Interpretation.  When a reference is made to an Article, Section or Schedule, such reference shall be to an Article, Section or Schedule of or to this Agreement unless otherwise indicated.  Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.”  Unless the context requires otherwise, words using the singular or plural number also include the plural or singular number, respectively, and the use of any gender herein shall be deemed to include the other genders.  The terms “hereof,” “herein,” “hereby,” “hereto” and derivative or similar words refer to this entire Agreement.  The word “or” shall not be exclusive.  This

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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.

Section 5.11Governing Law.  This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

Section 5.12Specific Performance; Jurisdiction.  The Parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached.  It is accordingly agreed that the Parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Court of Chancery of the State of Delaware or, if under applicable law exclusive jurisdiction over such matter is vested in the federal courts, any court of the United States located in the State of Delaware, this being in addition to any other remedy to which such Party is entitled at law or in equity.  In addition, each of the Parties hereto (a) consents to submit itself to the personal jurisdiction of the Court of Chancery of the State of Delaware or any court of the United States located in the State of Delaware in the event any dispute arises out of this Agreement or any of the transactions contemplated by this Agreement, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (c) agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the Court of Chancery of the State of Delaware or, if under applicable law exclusive jurisdiction over such matter is vested in the federal courts, any court of the United States located in the State of Delaware and (d) consents to service being made through the notice procedures set forth in Section 6.5.  Each of the Stockholder and the Company hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 6.5 shall be effective service of process for any proceeding in connection with this Agreement or the transactions contemplated hereby.

Section 5.13Waiver of Jury Trial.  EACH PARTY HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY TRANSACTION-RELATED PROCEEDING.

Section 5.14Counterparts.  This Agreement may be executed by facsimile or other electronic means in two or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement.

Section 5.15No Partnership, Agency or Joint Venture.  This Agreement is intended to create a contractual relationship between Stockholder, on the one hand, and the Company, on the other hand, and is not intended to create, and does not create, any agency, partnership, joint venture or any like relationship between or among the parties hereto.  Without limiting the generality of the foregoing sentence, each Stockholder (a) is entering into this Agreement solely on its own behalf and shall not have any obligation to perform on behalf of any other holder of Common Stock or any liability (regardless of the legal theory advanced) for any breach of this Agreement by any other holder of Common Stock and (b) by entering into this

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Agreement does not intend to form a “group” for purposes of Rule 13d-5(b)(1) of the Exchange Act or any other similar provision of applicable Law.  To the knowledge of each Stockholder, such Stockholder is not affiliated with any other holder of Common Stock entering into a voting agreement with the Company in connection with the Merger Agreement and has acted independently regarding its decision to enter into this Agreement and regarding its investment in the Company.

[Signature page to Voting and Support Agreement follows.]

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Execution Copy

IN WITNESS WHEREOF, the Company and each Stockholder have caused this Agreement to be duly executed as of the day and year first above written.

SFX ENTERTAINMENT, INC.
By:	/s/ Richard Rosenstein
	Name:	Richard Rosenstein
	Title:	Chief Financial Officer
/s/ Robert F.X. Sillerman
Robert F. X. Sillerman
Sillerman Investment Company III LLC
By:	/s/ Robert F.X. Sillerman
	Name:	Robert F. X. Sillerman
	Title:	Manager and Sole Member
EFSX LLC
By:	/s/ Robert F.X. Sillerman
	Name:	Robert F. X. Sillerman
	Title:	Manager

SCHEDULE I

Ownership of Common Stock

Stockholder	Number of Shares
Robert F. X. Sillerman	·As of the date hereof, Mr. Sillerman holds 2,701,000 shares of Common Stock subject to nominee agreements; such shares shall not be considered Subject Shares from and after the time such shares are requested by the beneficiaries thereof and the transfer of such shares to the beneficiary thereof shall not constitute a violation of this Agreement. ·Mr. Sillerman beneficially owns shares of Common Stock subject to options. Mr. Sillerman cannot vote such shares unless and until he exercises such options; nothing in this Agreement shall be interpreted as requiring Mr. Sillerman to exercise such options or vote the shares subject to such options prior to the exercise thereof. The options are subject to forfeiture in accordance with the terms thereof ·Mr. Sillerman holds 1,333,000 shares of restricted Common Stock, which are subject to forfeiture in accordance with the terms thereof.
Sillerman Investment Company III LLC (“SIC”). Mr. Sillerman is the sole member and manager of SIC and is deemed the beneficial owner of the shares held by SIC	29,960,263 shares of Common Stock
ESFX LLC (“ESFX”). Mr. Sillerman is the manager of ESFX and holds the sole power to vote or direct the vote of the shares held by ESFX.	2,189,950 shares of Common Stock

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EXHIBIT A

Sillerman Credit Supports

1.Commitment Letter dated March 13, 2015 between Sillerman Investment Company III LLC (“SIC”) and SFX Entertainment, Inc. (the “Company”) relating to SIC’s commitment to make available up to $31.5 million in cash collateral to secure revolving loans under the Company’s credit agreement.

2.Guarantee by Mr. Sillerman dated August 25, 2015 in favor of Paul Hastings LLP guaranteeing payment of fifty percent (50%) of the legal fees related to the Moreno, et al. v. SFX Entertainment, Inc. trial, for a maximum of $1.0485 million, plus up to $700,000 of the trial fee.

3.Guarantee by Mr. Sillerman dated June 4, 2015 in favor of Monumental Productions Beheer B.V. guaranteeing payment of cash obligations in the amount of EUR 4,714,285.71 relating to the purchase of 100% of the issued and outstanding capital stock of Monumental.

4.Guarantee by Mr. Sillerman dated July 7, 2015 in favor of React Presents, Inc., Clubtix, Inc., Lucas King and Jeffery Callahan (collectively the “Holders”), guaranteeing payment of cash obligations up to $7 million relating to the promissory note issued by SFX Entertainment, Inc. for cash amounts due under the Asset and Membership Interest Purchase Agreement between the Holders and SFX-React Operating LLC.

5.Springing guarantee by Mr. Sillerman dated July 14, 2015 in favor of Spotify AB guaranteeing payment of up to $10 million of any outstanding amount of the advance made by Spotify.

Outstanding Unreimbursed Payments

1.Payment by Mr. Sillerman to sellers of React business on June 4, 2015 for earnout amounts owed by SFX in the amount of $1 million.

2.Payment by Mr. Sillerman to ID&T BVBA on June 5, 2015 for festival costs in the amount of $999,000.

3.Payment by SIC to Nightlife Holdings LLC on August 31, 2015 for earnout amounts owed by SFX in the amount of $ $1,362,514.

4.Payment by SIC to sellers of React business on September 3, 2015 for earnout amounts owed by SFX in the amount of $2 million.

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EX-10.3

Exhibit 10.3

AMENDMENT NO. 1 TO
VOTING AND SUPPORT AGREEMENT

THIS AMENDMENT NO. 1 TO VOTING AND SUPPORT AGREEMENT (this “Amendment”) is made and entered into as of September 22, 2015, by and among SFX Entertainment, Inc., a Delaware corporation (the “Company”), Sillerman Investment Company III LLC, a Delaware limited liability company (“SIC”), ESFX LLC, a Delaware limited liability company (“ESFX”) and Robert F. X. Sillerman (“Sillerman” and, together with SIC and ESFX, the “Stockholders”).  The Company and the Stockholders are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.  All capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Voting Agreement (as defined below).

RECITALS

WHEREAS, the Company and the Stockholders are parties to the Voting and SupportAgreement, dated as of September 17, 2015 (the “Voting Agreement”), pursuant to which the Stockholders have agreed to support a transaction recommended by the Special Committee and vote in favor of the adoption of a Definitive Agreement for any such Recommended Transaction; and

WHEREAS, in accordance with Section 5.4 of the Voting Agreement, the parties desire to amend the Voting Agreement as set forth in this Amendment.

NOW THEREFORE, in consideration of the foregoing and the mutual representations, warranties, covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, intending to be legally bound hereby, the Company and the Stockholders hereby agree as follows:

1.Section 4.1 of the Voting Agreement.  Section 4.1 of the Voting Agreement is hereby amended by deleting the date of “October 3, 2015”in Section 4.1(b) and in the proviso following Section 4.1(c) and inserting in lieu thereof in both places “December 31, 2015”.

2.Effect on Voting Agreement.  This Amendment shall amend and supersede the Voting Agreement and the agreements specifically contemplated or referenced therein to the extent of the terms hereof.  The Voting Agreement and the agreements specifically contemplated therein, except as amended and superseded hereby, are and shall remain in full force and effect.  In the event of a conflict of the terms of this Amendment and the Voting Agreement and the agreements specifically contemplated or referenced therein, the terms of this Amendment shall control.  From and after the date hereof, each reference in the Voting Agreement to “this Agreement”, “hereof”, or “hereunder” or words of like import, and all references to the Voting Agreement in any and all agreements, instruments, documents, notes, certificates and other writings of every kind and nature shall be deemed to mean the Voting Agreement, as modified by this Amendment.

3.Entire Agreement.  This Amendment, together with the Voting Agreement and the agreements specifically contemplated or referenced therein, constitutes the entire agreement between the parties with respect to the subject matter hereof and thereof and supersedes all other prior agreements and understandings, both written and oral, between the parties or any of them with respect to the subject matter hereof.

4.Choice of Law.  This Amendment and its validity, construction, enforcement and interpretation shall be interpreted, governed by and construed in accordance with the law of the State of

Delaware, regardless of the laws that might otherwise govern under applicable principles of conflict of laws thereof.

5.Counterparts; Facsimile Signatures.  This Amendment may be executed by facsimile or other electronic means in two or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement.

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IN WITNESS WHEREOF, the parties have caused this Amendment to be executed on its behalf by its officers thereunto duly authorized, all as of the day and year first above written.

SFX Entertainment, Inc.
By:	/s/ Richard Rosenstein
	Name: Richard Rosenstein
	Title:  CFO
	/s/ Robert F. X. Sillerman
	Robert F. X. Sillerman
Sillerman Investment Company III LLC
By:	/s/ Robert F. X. Sillerman
	Name: Robert F. X. Sillerman
	Title: Manager and Sole Member
EFSX LLC
By:	/s/ Robert F. X. Sillerman
	Name:  Robert F. X. Sillerman
	Title: Manager

EX-10.4

Exhibit 10.4

SFX ENTERTAINMENT, INC.

SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (“Agreement”) is made as of September 17, 2015 (the “Effective Date”), by and among SFX Entertainment, Inc., a Delaware corporation (together with its subsidiaries, the “Company”), and such entities listed as Purchasers on Exhibit A hereto (each a “Purchaser” and collectively, the “Purchasers”).

AGREEMENT

In consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company and each Purchaser (severally and not jointly) hereby agree as follows:

SECTION 1.AUTHORIZATION OF SALE OF SHARES.

The Company has authorized the sale and issuance of 30,000 shares of Series B Convertible Preferred Stock, par value $0.001 per share (the “Series B Convertible Preferred Stock”), on the terms and subject to the conditions set forth in this Agreement.  The 30,000 shares of Series B Convertible Preferred Stock sold hereunder at the Closing (as defined below) shall be referred to as the “Shares.”

SECTION 2.AGREEMENT TO SELL AND PURCHASE THE SHARES.

2.1Sale and Purchase of Shares.  At the Closing (as defined below), the Company will sell to each Purchaser, and each Purchaser, severally and not jointly, will purchase from the Company, the number of Shares at a purchase price, in each case, as set forth opposite such Purchaser’s name on Exhibit A.

SECTION 3.CLOSING AND DELIVERY.

3.1Closing.  The closing (the “Closing”) of the purchase and sale of the Shares pursuant to this Agreement shall be held on September 17, 2015 at the offices of the Company, 902 Broadway, 15th Floor, New York, New York 10010, or on such other date and place as may be agreed to by the Company and the Purchasers.  At or prior to the Closing, each Purchaser shall execute any related agreements or other documents required to be executed hereunder, dated as of the date of the Closing (the “Closing Date”).

3.2Issuance of the Shares at the Closing.  Within one (1) business day following the Closing, the Company shall issue to each Purchaser a stock certificate registered in the name of such Purchaser, or in such nominee name(s) as designated by such Purchaser, representing the Shares purchased by such Purchaser at the Closing against payment of the purchase price for the Shares.  The name(s) in which the stock certificates are to be issued to the Purchasers are set forth on the signature pages hereto and Exhibit A hereto.

3.3Filing of Certificate of Designation. The Company shall file with the Secretary of State of the State of Delaware on or before the Closing Date the Certificate of Designation in the form of Exhibit B attached to this Agreement (the “Certificate”).

SECTION 4.REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY.

Except as set forth on the Schedule of Exceptions delivered to each Purchaser concurrently with the execution of this Agreement (the “Schedule of Exceptions”), the Company hereby represents and warrants as of the date hereof to, and covenants with, each Purchaser as follows:

4.1Organization and Standing.  The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of Delaware, has full corporate power and authority to own or lease its properties and conduct its business as presently conducted, and is duly qualified as a foreign corporation and in good standing in (i) the State of New York, and (ii) all other jurisdictions in which the character of the property owned or leased or the nature of the business transacted by it makes qualification necessary, except where the failure to be so qualified would not have a material adverse effect on the business, properties, financial condition or results or operations of the Company (a “Material Adverse Effect”).

4.2Corporate Power; Authorization.  The Company has all requisite corporate power, and has taken all requisite corporate action, to execute and deliver this Agreement and any necessary accompanying documents (collectively, the “Transaction Documents”), sell and issue the Shares and carry out and perform all of its obligations under the Transaction Documents.  Each Transaction Document constitutes the legal, valid and binding obligation of the Company, enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) as limited by equitable principles generally, including any specific performance.  The execution and delivery of the Transaction Documents do not, and the performance of the Transaction Documents and the compliance with the provisions of the Transaction Documents and the issuance, sale and delivery of the Shares or Conversion Shares by the Company will not conflict with, or result in a breach or violation of the terms, conditions or provisions of, or constitute a default under, or result in the creation or imposition of any lien pursuant to the terms of, the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), the Company’s Second Amended and Restated Bylaws, as amended and as in effect on the date hereof (the “Bylaws”), or any statute, law or rule (including federal and state securities laws and the rules and regulations of the NASDAQ Global Select Market (the “Principal Market”) applicable to the Company or regulation or any state or federal order, judgment or decree applicable to the Company or any indenture, mortgage, lease or other material agreement or instrument to which the Company is a party or any of its properties is subject, except in all cases for any such conflicts, breaches, violations or defaults that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.  The Certificate of Incorporation and Bylaws are filed with the Commission and included in the SEC Documents (as defined below).

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4.3Issuance and Delivery of the Shares.  The Shares have been duly authorized and, when issued and paid for in compliance with the provisions of this Agreement, will be validly issued, fully paid and nonassessable.  The issuance and delivery of the Shares is not subject to preemptive, co-sale, right of first refusal or any other similar rights of the stockholders of the Company or any liens or encumbrances.  Assuming the accuracy of the representations made by the Purchasers in Section 5, the offer and issuance by the Company of the Shares is exempt from registration under the Securities Act. The Common Stock (as defined below) issuable upon conversion of the Shares (any such converted shares, the “Conversion Shares”) has been duly reserved for issuance, and upon issuance in accordance with the terms of the Certificate, will be duly and validly issued, fully paid and nonassessable. Assuming the accuracy of the representations made by the Purchasers in Section 5, the offer and issuance by the Company of the Conversion Shares is exempt from registration under the Securities Act.

4.4SEC Documents; Financial Statements.  The Company has filed in a timely manner all documents that the Company was required to file with the Securities and Exchange Commission (the “Commission”) under Sections 13, 14(a) and 15(d) the Securities Exchange Act of 1934, as amended (the “Exchange Act”), since becoming subject to the requirements of the Exchange Act.  As of their respective filing dates (or, if amended prior to the date of this Agreement, when amended), all documents filed by the Company with the Commission (the “SEC Documents”) complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunder.  None of the SEC Documents as of their respective dates (or if amended, as of the date of such amendment) contained any untrue statement of material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading.  The financial statements of the Company included in the SEC Documents (the “Financial Statements”) comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission with respect thereto.  The Financial Statements have been prepared in accordance with United States generally accepted accounting principles consistently applied and fairly present the financial position of the Company at the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal, recurring adjustments).  Except as disclosed in the SEC Documents, since December 31, 2014, the Company has not altered materially its method of accounting or the manner in which it keeps its accounting books and records.  Except as disclosed in the SEC Documents, the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock (other than in connection with repurchases of unvested stock issued to employees of the Company).  The Company has not issued any equity securities to any officer, director or affiliate, except (a) Common Stock issued pursuant to existing Company stock option, restricted stock, or stock purchase plans or executive and director corporate arrangements disclosed in the SEC Documents, (b) Common Stock issued pursuant to other existing agreements disclosed in the SEC Documents, (c) otherwise as disclosed in the SEC Documents or (d) otherwise as disclosed in the Schedule of Exceptions.  The Company has no liabilities or obligations required to be disclosed in the SEC Documents that are not so disclosed in the SEC Documents, which, individually or in the aggregate, would have or reasonably be expected to have a Material Adverse Effect.

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4.5Capitalization.  All of the Company’s outstanding shares of capital stock have been duly authorized and validly issued and are fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and were not issued in violation of or subject to any preemptive right or other rights to subscribe for or purchase securities.  As of immediately prior to the Closing Date, the authorized capital stock of the Company consists of 300,000,000 shares of common stock, par value $0.001 per share (the “Common Stock”), and 99,999,460 shares of undesignated preferred stock, par value $0.001 per share (the “Preferred Stock”).  As of immediately prior to the Closing Date, there are 150 shares of Series A Preferred Stock issued and outstanding and there are 98,167,718 shares of Common Stock issued and outstanding, of which no shares are owned by the Company.  As of immediately prior to the Closing Date, there are no other shares of any other class or series of capital stock of the Company issued or outstanding.  There are no bonds, debentures, notes or other indebtedness having general voting rights (or convertible into securities having such rights) (“Voting Debt”) of the Company issued and outstanding.  As of immediately prior to the Closing Date, and except (a) as provided herein, (b) as disclosed in the Schedule of Exceptions (c) for the conversion privileges of the Shares to be issued under this Agreement or (d) as disclosed in the SEC Documents, there are no existing options, warrants, calls, subscriptions or other rights, agreements, arrangements or commitments of any character, relating to the issued or unissued capital stock of the Company, obligating the Company to issue, transfer, sell, redeem, purchase, repurchase or otherwise acquire or cause to be issued, transferred, sold, redeemed, purchased, repurchased or otherwise acquired any capital stock or Voting Debt of, or other equity interest in, the Company or securities or rights convertible into or exchangeable for such shares or equity interests or obligations of the Company to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment.  The issuance of the Shares and any Conversion Shares pursuant to any provision of this Agreement will not give rise to any preemptive rights or rights of first refusal on behalf of any individual, corporation, partnership, association, trust or other entity or organization, including a government or political subdivision or any agency or instrumentality thereof (each, a “Person”) or result in the triggering of any anti-dilution or other similar rights, except as provided herein.  There are no securities or instruments containing anti-dilution provisions that will be triggered by the issuance of the Shares or Conversion Shares.  The Company has made available upon request of any Purchaser, a true, correct and complete copy of the Certificate of Incorporation and the Bylaws.

4.6Litigation.  Except as disclosed in the SEC Documents or the Schedule of Exceptions, there are no legal or governmental actions, suits or other proceedings pending or, to the Company’s knowledge, threatened against the Company before or by any court, regulatory body or administrative agency or any other governmental agency or body, domestic, or foreign, which actions, suits or proceedings, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.  The Company is not a party to or subject to the provisions of any injunction, judgment, decree or order of any court, regulatory body, administrative agency or other governmental agency or body that might have a Material Adverse Effect.

4.7Governmental Consents.  No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state, or local governmental authority on the part of the Company is required in connection with the consummation of the transactions contemplated by this Agreement except for (a) the filing of a

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Form D with the Commission under the Securities Act and compliance with the securities and blue sky laws in the states and other jurisdictions in which shares of Common Stock are offered and/or sold, which compliance will be effected in accordance with such laws, and (b) the approval by the Principal Market of the listing of the Conversion Shares.

4.8No Default or Consents.  Neither the execution, delivery or performance of the Transaction Documents by the Company nor the consummation of any of the transactions contemplated thereby (including, without limitation, the issuance and sale by the Company of the Shares and Conversion Shares, if applicable) will give rise to a right to terminate or accelerate the due date of any payment due under, or conflict with or result in the breach of any term or provision of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, or require any consent or waiver under, or result in the execution or imposition of any lien, charge or encumbrance upon any properties or assets of the Company pursuant to the terms of, any indenture, mortgage, deed of trust or other agreement or instrument to which the Company is a party or by which the Company or any of its properties or businesses is bound, or any franchise, license, permit, judgment, decree, order, statute, rule or regulation applicable to the Company or violate any provision of the Certificate of Incorporation or the Bylaws, except in each case as would not cause, either individually or in the aggregate, a Material Adverse Effect, and except for such consents or waivers which have already been obtained and are in full force and effect.

4.9No Material Adverse Change.  Since June 30, 2015, there have not been any changes in the authorized capital, assets, liabilities, financial condition, business, Material Contracts, or operations of the Company from that reflected in the Financial Statements except changes in the ordinary course of business which have not been, either individually or in the aggregate, materially adverse to the business, properties, financial condition or results of operations of the Company or as set forth in the Schedule of Exceptions.

4.10No General Solicitation.  Neither the Company, nor any of its affiliates, nor any Person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D promulgated under the Securities Act) in connection with the offer or sale of the Shares.

4.11No Integrated Offering.  None of the Company, its subsidiaries, any of their affiliates, or any Person acting on their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would require registration of any of the Shares under the Securities Act or cause this offering of the Shares to be integrated with prior offerings by the Company for purposes of the Securities Act or any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of the Principal Market.

4.12Sarbanes-Oxley Act.  To the knowledge of the executive officers of the Company, the Company is in material compliance with the requirements of the Sarbanes-Oxley Act of 2002 that are effective and applicable to the Company as of the date hereof, and the rules and regulations promulgated by the Commission thereunder that are effective and applicable to the Company as of the date hereof.

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4.13Patents and Trademarks.  To the knowledge of the executive officers of the Company, the Company and the subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, copyrights, licenses and other similar rights that are necessary or material for use in connection with their respective businesses as described in the SEC Documents and which the failure to so have could, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect (collectively, the “Intellectual Property Rights”). Except as set forth in the SEC Documents, neither the Company nor any subsidiary has received a written notice that the Intellectual Property Rights used by the Company or any subsidiary violates or infringes upon the rights of any Person.  Except as set forth in the SEC Documents, to the knowledge of the executive officers of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights.

4.14Listing and Maintenance Requirements.  Except as specified in the SEC Documents, the Company has not, in the two years preceding the date hereof, received notice from the Principal Market to the effect that the Company is not in compliance with the listing or maintenance requirements thereof.  Except as disclosed in the SEC Documents, the Company is in compliance with the listing and maintenance requirements for continued listing of the Common Stock.  The issuance and sale of the Shares under this Agreement does not contravene the rules and regulations of the Principal Market and no approval of the stockholders of the Company thereunder is required for the Company to issue and deliver to each Purchaser the Shares.

4.15Disclosure.  The Company understands and confirms that each Purchaser will rely on the foregoing representations and covenants in effecting transactions in securities of the Company.  Except as set forth in the Schedule of Exceptions, no event or circumstance has occurred or information exists with respect to the Company or its business, properties, operations or financial conditions, which, under applicable law, rule or regulation, requires public disclosure or announcement by the Company but which has not been so publicly announced or disclosed, except for the announcement of this Agreement and related transactions and as may be disclosed in the Current Report on Form 8-K filed by the Company.

4.16Contracts.

(a)Each indenture, contract, lease, mortgage, deed of trust, note agreement, loan or other agreement or instrument of a character that is required to be described or summarized in the SEC Documents or to be filed as an exhibit to the SEC Documents under the Securities Act and the rules and regulations promulgated thereunder (collectively, the “Material Contracts”) is so described, summarized or filed.

(b)The Material Contracts to which the Company is a party have been duly and validly authorized, executed and delivered by the Company and constitute the legal, valid and binding agreements of the Company, enforceable by and against the Company in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to enforcement of creditors’ rights generally, and general equitable principles relating to the availability of remedies, except as rights to indemnity or contribution may be limited by federal or state securities laws.

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4.17Properties and Assets.  The Company has good and marketable title to all the properties and assets described as owned by it in the Company’s consolidated financial statements, free and clear of all liens, mortgages, pledges or encumbrances of any kind except (i) those, if any, reflected in such consolidated financial statements or (ii) those that are not material in amount and do not adversely affect the use made and proposed to be made of such property by the Company.  The Company holds its leased properties under valid and binding leases.  The Company owns or leases all such properties as are necessary to its operations as now conducted.

4.18Compliance.  The Company has not been advised, nor does it have any reason to believe, that it is not conducting its business in compliance with all applicable laws, rules and regulations of the jurisdictions in which it is conducting business, including, without limitation, all applicable local, state and federal environmental laws and regulations, except where failure to be so in compliance would not have a Material Adverse Effect.

4.19Taxes.  The Company has filed on a timely basis (giving effect to extensions) all material federal, state and foreign income and franchise tax returns and has paid or accrued all taxes shown as due thereon, and the Company does not have any knowledge of a tax deficiency that has been or might be asserted or threatened against it that could have a Material Adverse Effect.  All tax liabilities accrued through the date hereof have been adequately provided for on the books of the Company.

4.20Transfer Taxes.  On the Closing Date, all stock transfer or other taxes (other than income taxes) that are required to be paid in connection with the sale and transfer of the Shares to be sold to each Purchaser hereunder will have been fully paid or provided for by the Company and all laws imposing such taxes will have been fully complied with.

4.21Investment Company.  The Company is not an “investment company” or an “affiliated person” of, or “promoter” or “principal underwriter” for an investment company, within the meaning of the Investment Company Act of 1940, as amended, and the rules and regulations of the Commission promulgated thereunder, and shall conduct its business in a manner so that it will not become required to be registered as an “investment company” under the Investment Company Act.

4.22Insurance.  The Company maintains insurance underwritten by insurers of recognized financial responsibility, of the types and in the amounts that the Company reasonably believes is adequate for businesses, including, but not limited to, Directors’ and Officers’ liability insurance and insurance covering all real and personal property owned or leased by the Company against theft, damage, destruction, acts of vandalism and all other risks customarily insured against, with such deductibles as are customary for companies in the same or similar business, all of which insurance is in full force and effect.  The Company has not received any written notice of cancellation of such insurance or that the Company will not be able to renew its existing insurance coverage as and when such coverage expires.  The Company believes it will be able to obtain similar coverage at reasonable cost from similar insurers as may be necessary to continue its business.

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4.23Governmental Permits, Etc.  The Company has all franchises, licenses, certificates and other authorizations from such federal, state or local government or governmental agency, department or body that are currently necessary for the operation of the business of the Company as currently conducted, except where the failure to possess currently such franchises, licenses, certificates and other authorizations is not reasonably expected to have a Material Adverse Effect.

4.24Internal Control over Financial Reporting; Sarbanes-Oxley Matters.  The Company maintains internal control over financial reporting (as such term is defined in paragraph (f) of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act.  The Company is in compliance in all material respects with all applicable provisions of the Sarbanes-Oxley Act of 2002, as amended, and the rules and regulations promulgated thereunder.  The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by its most recently filed quarterly or annual periodic report under the Exchange Act (such date, the “Evaluation Date”).  The Company presented in its most recently filed annual periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the Company’s disclosure controls and procedures based on their evaluations as of the Evaluation Date.  Since the Evaluation Date, there has been no change in the Company’s internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

4.25Foreign Corrupt Practices.  Neither the Company, nor, to the knowledge of the Company, any director, officer, agent, employee or other Person acting on behalf of the Company has, in the course of its actions for, or on behalf of, the Company (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended; or (iv) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee.

4.26ERISA.  The Company is in compliance in all material respects with all presently applicable provisions of the Employee Retirement Income Security Act of 1974, as amended, including the regulations and published interpretations thereunder (herein called “ERISA”); no “reportable event” (as defined in ERISA) has occurred with respect to any “pension plan” (as defined in ERISA) for which the Company would have any liability; the Company has not incurred and does not expect to incur liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any “pension plan”; or (ii) Sections 412 or 4971 of the Internal Revenue Code of 1986, as amended, including the regulations and published interpretations thereunder (the “Code”); and each “Pension Plan” for which the Company would have liability that is intended to be qualified under Section 401(a) of the Code is so qualified in all material respects and nothing has occurred, whether by action or by failure to act, which would cause the loss of such qualification.

4.27Application of Takeover Protections. The Company and its Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share

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acquisition law, business combination law, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s charter or the laws of its state of incorporation that is or could become applicable to any Purchaser as a result of such Purchaser and the Company fulfilling their respective obligations or exercising their respective rights under this Agreement, including, without limitation, as a result of the Company’s issuance of the Shares and Conversion Shares and the Purchasers’ acquisition and ownership of the Shares and Conversion Shares.

4.28OFAC. Neither the Company nor, to the Company’s knowledge, any director, officer, agent, employee or affiliate of the Company is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”), and the Company will not intentionally directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

4.29Distributions. The Company has no agreements requiring it currently or upon the occurrence of events to redeem or repurchase any Junior Securities (as defined in the Certificate) except as disclosed (with a reasonably detailed explanation of the maximum obligation) in Section 4.29 of the Schedule of Exceptions.

4.30Change of Control Offer. The Company hereby agrees that it will comply with its obligations to make any required Change of Control Offer on the occurrence of a Liquidation or Excluded Transaction (as such terms are defined in the Certificate).

SECTION 5.REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASERS.

5.1Each Purchaser represents and warrants to and covenants, severally and not jointly, with the Company that:

(a)Purchaser, taking into account the personnel and resources it can practically bring to bear on the purchase of the Shares contemplated hereby, is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in securities presenting an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the Company, and has requested, received, reviewed and considered all information Purchaser deems relevant (including the SEC Documents) in making an informed decision to purchase the Shares.

(b)Purchaser is acquiring the Shares and any Conversion Shares pursuant to this Agreement in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Shares or Conversion Shares or any arrangement or understanding with any other persons regarding the distribution of such Shares or Conversion Shares, except in compliance with Section 5.1(c).

(c)Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge

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of) any of the Shares or Conversion Shares purchased hereunder except in compliance with the Securities Act, applicable blue sky laws, and the rules and regulations promulgated thereunder.

(d)Purchaser has, in connection with its decision to purchase the Shares, relied with respect to the Company and its affairs solely upon the SEC Documents and the representations and warranties of the Company contained herein.

(e)Purchaser is an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act or a Qualified Institutional Buyer within the meaning of Rule 144A promulgated under the Securities Act.

(f)Purchaser has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated by this Agreement and has taken all necessary action to authorize the execution, delivery and performance of this Agreement.  Upon the execution and delivery of this Agreement by Purchaser, this Agreement shall each constitute a valid and binding obligation of Purchaser, enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) as limited by equitable principles generally, including any specific performance.

(g)Purchaser is not a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934 (a “registered broker-dealer”) and is not affiliated with a registered broker dealer.  Purchaser is not party to any agreement for distribution of any of the Shares.

5.2Each Purchaser understands that nothing in this Agreement or any other materials presented to Purchaser in connection with the purchase and sale of the Shares constitutes legal, tax or investment advice.  Each Purchaser has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the Shares.

5.3Legends.

(a)Each Purchaser understands that, until such time as the Shares or Conversion Shares have been sold pursuant to a registration statement or the Shares or Conversion Shares may be sold pursuant to Rule 144 under the Securities Act (“Rule 144”) without any restriction as to the number of securities as of a particular date that can then be immediately sold, the Shares or Conversion Shares may bear one or more legends in substantially the following form and substance:

“THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY OTHER APPLICABLE SECURITIES LAWS AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH OTHER SECURITIES LAWS. NEITHER THIS SECURITY MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED, HYPOTHECATED OR

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OTHERWISE DISPOSED OF, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO A TRANSACTION WHICH IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS.”

In addition stock certificates representing the Shares or Conversion Shares may contain:

(i)Any legend required by the blue sky laws of any other state to the extent such laws are applicable to the sale of such Shares or Conversion Shares hereunder.

(ii)A legend regarding affiliate status, if applicable.

(b)Removal of Legends.  Upon receipt of written notice from a Purchaser, the receipt by the Company of a representation letter from such Purchaser and an opinion of counsel reasonably satisfactory to the Company, the legend set forth in Section 5.3(a) above shall be removed and the Company shall issue a certificate without such legend or any other legend to the holder of the applicable Shares or Conversion Shares upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at the Depository Trust Company (“DTC”), if (i) such Shares or Conversion Shares are sold or transferred pursuant to Rule 144 (if the transferor is not an affiliate of the Company), or (ii) such Shares or Conversion Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such securities and without volume or manner-of-sale restrictions.  Following Rule 144 becoming available for the resale of Shares or Conversion Shares, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such securities and without volume or manner-of-sale restrictions, upon written request of a Purchaser and receipt by the Company of a representation letter reasonably satisfactory to the Company, the Company shall cause Company counsel to issue to the transfer agent for the shares of Common Stock (the “Transfer Agent”) a legal opinion acceptable to the Company and the Transfer Agent relating to the removal of such legend.  Any fees (with respect to the Transfer Agent, Company counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company.  Subject to the receipt of an opinion of counsel reasonably satisfactory to the Company, following such time as a legend is no longer required for certain Shares or Conversion Shares, the Company will no later than three (3) trading days following the delivery by the Purchaser to the Company (with notice to the Company) of a legended certificate representing Shares or Conversion Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer), and an opinion of counsel to the extent required by Section 5.3(a) (such third (3rd) trading day, the “Legend Removal Date”), deliver or cause to be delivered to the Purchaser a certificate

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representing such Shares or Conversion Shares that is free from all restrictive and other legends.  Certificates for Shares or Conversion Shares subject to legend removal hereunder may be transmitted by the Transfer Agent to a Purchaser by crediting the account of the Purchaser’s prime broker with DTC as directed by the Purchaser.

5.4Restricted Securities.  Each Purchaser understands that the Shares and any Conversion Shares are characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such Shares or Conversion Shares may be resold without registration under the Securities Act only in certain limited circumstances.  In this connection, each Purchaser represents that it is familiar with Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act.

5.5Furnishing of Information.  In order to enable a Purchaser to sell the Shares or Conversion Shares under Rule 144, for so long as the Purchaser holds any Shares or Conversion Shares, the Company shall use its commercially reasonable efforts to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act. During such period, if the Company is not required to file reports pursuant to the Exchange Act, it will prepare and furnish to the Purchaser and make publicly available in accordance with Rule 144(c) such information as is required for the Purchaser to sell the Shares or Conversion Shares under Rule 144.

SECTION 6.CONDITIONS TO COMPANY’S OBLIGATIONS AT THE CLOSING.

The Company’s obligation to complete the sale and issuance of the Shares and deliver Shares to the Purchasers at the Closing shall be subject to the following conditions to the extent not waived by the Company:

6.1Receipt of Payment.  The Company shall have received payment, by wire transfer of immediately available funds, in the full amount of the purchase price for the Shares being purchased by the Purchasers at the Closing.

6.2Representations and Warranties.  The representations and warranties made by the Purchasers in Section 5 hereof shall be true and correct in all material respects as of, and as if made on, the date of this Agreement and as of the Closing Date.

6.3Nasdaq Approval.  The Common Stock issuable upon conversion of the Shares shall have been approved for listing on the Principal Market, subject to official notice of issuance.

SECTION 7.CONDITIONS TO PURCHASERS’ OBLIGATIONS AT THE CLOSING.

Each Purchaser’s obligation to accept delivery of the Shares and to pay for the Shares shall be subject to the following conditions to the extent not waived by the Purchaser:

7.1Representations and Warranties Correct.  The representations and warranties made by the Company in Section 4 hereof shall be true and correct in all material respects as of, and as if made on, the date of this Agreement and as of the Closing Date.

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7.2Certificate of Designation. The Company shall have filed the Certificate with the Secretary of State of Delaware on or prior to the Closing Date, which shall continue to be in full force and effect as of the Closing Date.

7.3Executive Certificate.  The Purchasers shall have received a certificate signed by the Chief Executive Officer and the Chief Financial or Accounting Officer to the effect that the representations and warranties of the Company in Section 4 hereof are true and correct in all material respects as of, and as if made on, the date of this Agreement and as of the Closing Date and that the Company has satisfied in all material respects all of the conditions set forth in this Section 7.

7.4Good Standing.  The Company is validly existing as a corporation in good standing under the laws of Delaware.

7.5Nasdaq Approval.  The Common Stock issuable upon conversion of the Shares shall have been approved for listing on the Principal Market, subject to official notice of issuance.

7.6Judgments.  No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby.

7.7Stop Orders.  No stop order or suspension of trading shall have been imposed by the Principal Market, the SEC or any other governmental regulatory body with respect to public trading in the Common Stock.

7.8Series A Preferred Stock.  The Subscription Agreement, of even date herewith, by and between the Company and Sillerman Investment Company III LLC shall have been executed and delivered to the Company by all parties thereto, pursuant to which the purchaser thereunder shall purchase on or before the Closing hereunder $15 million aggregate purchase price of Series A Preferred Stock of the Company and shall be irrevocably committed to purchase an additional $15 million aggregate purchase price of Series A Preferred Stock of the Company within 30 days of the Closing.

7.9Legal Opinion. The Company shall have delivered to the Purchaser an opinion, dated as of the Closing Date, from Reed Smith LLP, counsel to the Company, in substantially the form attached hereto as Exhibit C, and an opinion, dated as of the Closing Date, from Paul Hastings LLP, counsel to the Company, in substantially the form attached hereto as Exhibit D.

SECTION 8.INDEMNIFICATION.

8.1Indemnification by the Company.  The Company agrees to indemnify and hold harmless each Purchaser and each Person, if any, who controls any Purchaser within the meaning of the Securities Act (each, an “Indemnified Party”), against any losses, claims, damages, liabilities or expenses, joint or several, to which such Indemnified Party may become subject under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such

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settlement is effected with the written consent of the Company), insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based in whole or in part on any inaccuracy in the representations and warranties of the Company contained in this Agreement or any failure of the Company to perform its obligations hereunder, and will reimburse each Indemnified Party for any legal and other expenses reasonably incurred as such expenses are reasonably incurred by such Indemnified Party in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage, liability or expense arises out of or is based upon (i) the failure of such Indemnified Party to comply with the covenants and agreements contained in Section 5 above respecting sale of the Shares or Conversion Shares, or (ii) the inaccuracy of any representations made by such Indemnified Party herein.

8.2Indemnification by the Purchasers.  Each Purchaser shall, severally and not jointly, indemnify and hold harmless the Company, its directors, and each Person, if any, who controls the Company within the meaning of the Securities Act, against any losses, claims, damages, liabilities or expenses to which the Company, each of its directors or each of its controlling Persons may become subject, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Purchaser) insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon (i) any failure by the Purchaser to comply with the covenants and agreements contained in Section 5 above respecting the sale of the Shares or Conversion Shares or (ii) the inaccuracy of any representation made by the Purchaser herein, in each case to the extent, and will reimburse the Company, each of its directors, and each of its controlling Persons for any legal and other expense reasonably incurred, as such expenses are reasonably incurred by the Company, each of its directors, and each of its controlling Persons in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action.

SECTION 9.ACCESS TO INFORMATION.

From the date hereof until the Closing, the Company will make reasonably available to each Purchaser’s representatives, consultants and their respective counsels for inspection, such information and documents as the Purchaser reasonably requests, and will make available at reasonable times and to a reasonable extent officers and employees of the Company to discuss the business and affairs of the Company.

SECTION 10.SECURITIES LAWS DISCLOSURE; PUBLICITY.

10.1On or before 5:30 p.m., New York local time, on the date hereof, the Company shall issue a press release announcing the signing of this Agreement and describing the terms of the transactions contemplated by this Agreement. On or before September 23, 2015, the Company shall file a Current Report on Form 8-K with the Commission describing the terms of the transactions contemplated by this Agreement and including as an exhibit to such Current Report on Form 8-K this Agreement, in the form required by the Exchange Act. From and after the issuance of the press release and the filing of the Form 8-K, the Purchaser shall not be in

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possession of any material, non-public information received from the Company or any of its officers, directors, employees or agents, that is not disclosed in the press release or Form 8-K.

SECTION 11.NOTICES.

All notices, requests, consents and other communications hereunder shall be in writing, shall be sent by confirmed electronic mail, or mailed by first-class registered or certified airmail, or nationally recognized overnight express courier, postage prepaid, and shall be deemed given when so sent in the case of electronic mail transmission, or when so received in the case of mail or courier, and addressed as follows:

(a)if to the Company, to:

SFX Entertainment, Inc.

902 Broadway, 15th Floor

New York, New York 10010

Attention: Richard Rosenstein

E-Mail:  rich@sfxii.com

with a copy to:

SFX Entertainment, Inc.

902 Broadway, 15th Floor

New York, New York 10010

Attention: Howard Tytel

E-Mail:  howard@sfxii.com

or to such other person at such other place as the Company shall designate to the Purchasers in writing; and

(b)if to a Purchaser, at the address as set forth at the end of this Agreement, or at such other address or addresses as may have been furnished to the Company in writing.

SECTION 12.REGISTRATION RIGHTS.

12.1For purpose of this Section 12, the following terms shall have the meaning ascribed to them in this Section 12.1.

(a)“Holders” means any Person holding Registrable Securities or any Person to whom the rights under Section 12 have been transferred in accordance with Section 12.9 hereof.

(b)“Registration Expenses” means all expenses incurred by the Company in complying with Section 12.2 hereof, including, without limitation, all registration, qualification and filing fees, printing expenses, escrow fees, fees and expenses of counsel for the Company, blue sky fees and expenses and the expense of any special audits incident to or required by any such registration (but excluding the fees of legal counsel for any Holder).

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(c)“Registrable Securities” means (i) the Shares; provided, however, that securities shall cease to be treated as Registrable Securities if they (A) have been disposed of pursuant to a registration statement declared effective by the Commission, (B) have been sold in a transaction exempt from the registration and prospectus delivery requirements of the Securities Act so that all transfer restrictions and restrictive legends with respect thereto are removed upon the consummation of such sale, (C) are not held by a Holder or a permitted transferee pursuant to Section 12.9 or (D) may be sold pursuant to Rule 144 without the requirement for the Company to be in compliance with the current public information required under Rule 144, as determined by the Company, in consultation with its counsel.

(d)“Registration Statement” means any one or more registration statements of the Company filed under the Securities Act that covers the resale of any of the Registrable Securities pursuant to the provisions of this Agreement and amendments and supplements to such Registration Statements, including post-effective amendments.

(e)“Selling Expenses” means all selling commissions applicable to the sale of Registrable Securities and all fees and expenses of legal counsel for any Holder.

12.2Not later than 90 days after the Closing Date, the Company shall file with the SEC a Registration Statement covering the resale of the Registrable Securities with the SEC and use commercially reasonable efforts to cause the Registration Statement to be declared effective by the SEC not later than 150 days after the Closing Date. The Registration Statement shall be on Form S-3 (except if the Company is ineligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form).

12.3All Registration Expenses incurred in connection with any registration, qualification, exemption or compliance pursuant to Section 12.2 shall be borne by the Company. All Selling Expenses relating to the sale of securities registered by or on behalf of a Holder shall be borne by such Holder pro rata on the basis of the number of securities so registered.

12.4In the case of the registration, qualification, exemption or compliance effected by the Company pursuant to this Agreement, the Company shall, upon reasonable request, inform each Holder as to the status of such registration, qualification, exemption and compliance. At its expense the Company shall:

(a)except for such times as the Company is permitted hereunder to suspend the use of the prospectus forming part of a Registration Statement, use its commercially reasonable efforts to keep such registration, and any qualification, exemption or compliance under state securities laws which the Company determines to obtain, continuously effective with respect to a Holder, and to keep the applicable Registration Statement free of any material misstatements or omissions, until the date all Shares held by or issuable to such Holder may be sold under Rule 144 without being subject to any volume, manner of sale or publicly available information requirements. The period of time during which the Company is required hereunder to keep a Registration Statement effective is referred to herein as the “Registration Period.”

(b)advise the Holders as promptly as practicable and in any event within five (5) business days:

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(1)when a Registration Statement or any amendment thereto has been filed with the Commission and when such Registration Statement or any post-effective amendment thereto has become effective;

(2)of any request by the Commission for amendments or supplements to any Registration Statement or the prospectus included therein or for additional information;

(3)of the issuance by the Commission of any stop order suspending the effectiveness of any Registration Statement or the initiation of any proceedings for such purpose;

(4)of the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Securities included therein for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and

(5)of the occurrence of any event that requires the making of any changes in any Registration Statement or prospectus so that, as of such date, the statements therein are not misleading and do not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading;

(c)use its commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of any Registration Statement as soon as reasonably practicable;

(d)if a Holder so requests in writing, promptly furnish to each such Holder, without charge, at least one copy of each Registration Statement and each post-effective amendment thereto, including financial statements and schedules, and, if explicitly requested, all exhibits in the form filed with the Commission;

(e)during the Registration Period, promptly deliver to each such Holder, without charge, as many copies of each prospectus included in a Registration Statement and any amendment or supplement thereto as such Holder may reasonably request in writing; and the Company consents to the use, consistent with the provisions hereof, of the prospectus or any amendment or supplement thereto by each of the selling Holders of Registrable Securities in connection with the offering and sale of the Registrable Securities covered by a prospectus or any amendment or supplement thereto;

(f)during the Registration Period, if a Holder so requests in writing, deliver to each Holder, without charge, (i) one copy of the following documents, other than those documents available via EDGAR: (A) its annual report to its stockholders, if any (which annual report shall contain financial statements audited in accordance with generally accepted accounting principles in the United States of America by a firm of certified public accountants of recognized standing), (B) if not included in substance in its annual report to stockholders, its annual report on Form 10-K (or similar form), (C) its definitive proxy statement with respect to

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its annual meeting of stockholders, (D) each of its quarterly reports to its stockholders, and, if not included in substance in its quarterly reports to stockholders, its quarterly report on Form 10-Q (or similar form), and (E) a copy of each full Registration Statement (the foregoing, in each case, excluding exhibits); and (ii) if explicitly requested, all exhibits excluded by the parenthetical to the immediately preceding clause (E);

(g)prior to any public offering of Registrable Securities pursuant to any Registration Statement, promptly take such actions as may be necessary to register or qualify or obtain an exemption for offer and sale under the securities or blue sky laws of such United States jurisdictions as any such Holders reasonably request in writing, provided that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction, and do any and all other acts or things reasonably necessary or advisable to enable the offer and sale in such jurisdictions of the Registrable Securities covered by any such Registration Statement;

(h)upon the occurrence of any event contemplated by Section 12.4(b)(5) above, except for such times as the Company is permitted hereunder to suspend the use of a prospectus forming part of a Registration Statement, the Company shall use its commercially reasonable efforts to as soon as reasonably practicable prepare a post-effective amendment to such Registration Statement or a supplement to the related prospectus, or file any other required document so that, as thereafter delivered to purchasers of the Registrable Securities included therein, such prospectus will not include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that at any time, upon written notice to each Holder and for a period not to exceed ninety (90) days in the aggregate during the Registration Period (the “Suspension Period”), the Company may suspend the use or effectiveness of a Registration Statement (and each Holder hereby agrees not to offer or sell any Registrable Securities pursuant to such registration statement during any the Suspension Period) if the Company reasonably believes that there is or may be in existence material nonpublic information, developments or events (including, but not limited to, a pending or contemplated merger or acquisition, disposition or other material transaction or similar event) involving the Company, the failure of which to be disclosed in the prospectus included in the registration statement could constitute a material misstatement or omission. If so directed by the Company, the Holder registering shares under any registration statement shall (i) not offer to sell any Registrable Securities pursuant to any such registration statement during the period in which the delay or suspension is in effect after receiving notice of such delay or suspension (and, if required, until the Holder receives copies of the supplemented or amended prospectus) and (ii) use its commercially reasonable efforts to deliver to the Company all copies, other than permanent file copies then in the Holder’s possession, of the prospectus relating to such Registrable Securities current at the time of receipt of such notice. The Company covenants and agrees that it shall not deliver such notice with respect to the Suspension Period unless Company employees, officers and directors and any other holders of registration rights with respect to the Common Stock and the Company are also prohibited for the duration of such Suspension Period from effecting any public sales of shares of Common Stock beneficially owned by them, if such holders of registration rights or the Company sell pursuant to a registration statement;

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(i)otherwise use its commercially reasonable efforts to comply in all material respects with all applicable rules and regulations of the Commission which could affect the sale of the Registrable Securities;

(j)use its commercially reasonable efforts to cause all Registrable Securities to be listed on each securities exchange or market, if any, on which equity securities issued by the Company have been listed;

(k)use its commercially reasonable efforts to take all other steps necessary to effect the registration of the Registrable Securities contemplated hereby and to enable the Holders to sell Registrable Securities under Rule 144;

(l)provide to each Holder and its representatives, if requested, the opportunity to conduct a reasonable inquiry of the Company’s financial and other records during normal business hours and make available its officers, directors and employees for questions regarding information which such Holder may reasonably request in order to fulfill any due diligence obligation on its part; and

(m)permit a single counsel for the Holders to review any Registration Statement and all amendments and supplements thereto (other than supplements to a Registration Statement on Form S-1 solely for the purpose of incorporating other filings with the Commission into such Registration Statement and other than an amendment to a Registration Statement of Form S-1 on Form S-3 for the purpose of converting such Registration Statement into a Registration Statement on Form S-3), within two business days prior to the filing thereof with the SEC;

provided that, in the case of clauses (l) and (m) above, the Company shall not be required (A) to delay the filing of any Registration Statement or any amendment or supplement thereto as a result of any ongoing diligence inquiry by or on behalf of a Holder or to incorporate any comments to any Registration Statement or any amendment or supplement thereto by or on behalf of a Holder if such inquiry or comments would require a delay in the filing of such Registration Statement, amendment or supplement, as the case may be, or (B) to provide, and shall not provide, any Holder or its representatives with material, non-public information unless such Holder agrees to receive such information and enters into a written confidentiality agreement with the Company in a form reasonably acceptable to the Company.

(n)Notwithstanding anything contained herein, the Company shall have the privilege to postpone, for one time only, the filing of a Registration Statement and/or any prospectus, for a reasonable period of time (not exceeding 90 days) if the Company furnishes each Holder with a certificate signed by the Chairman of the Board or the Chief Executive Officer of the Company stating that, in its good faith judgment, the Company’s board of directors has determined that effecting the registration or filing such prospectus at such time would adversely affect a material financing, acquisition, disposition of assets or shares, merger or other comparable transaction or would require the Company to make public disclosure of information the public disclosure of which would have a material adverse effect upon the Company.

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12.5The Holders shall have no right to take any action to restrain, enjoin or otherwise delay any registration pursuant to Section 12.2 hereof as a result of any controversy that may arise with respect to the interpretation or implementation of this Agreement.

12.6Registration Rights; Indemnification.

(a)To the extent permitted by law, the Company shall indemnify each Holder and each Person controlling, or alleged to control, such Holder within the meaning of Section 15 of the Securities Act, and each Holder’s officers, directors, employees and agents, successors and assigns, with respect to which any registration that has been effected pursuant to this Agreement, against all claims, losses, damages and liabilities (or action in respect thereof), including any of the foregoing incurred in settlement of any litigation, commenced or threatened (subject to Section 12.6(c) below), arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statement, prospectus, any amendment or supplement thereof, or other document incident to any such registration, qualification or compliance or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in light of the circumstances in which they were made, or any violation or alleged violation by the Company of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and will reimburse each Holder and each Person controlling, or alleged to control, such Holder and each Holder’s officers, directors, employees and agents, successors and assigns, for reasonable legal and other out-of-pocket expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action as incurred; provided that the Company will not be liable in any such case to the extent that any untrue statement or omission or allegation thereof is made in reliance upon and in conformity with written information furnished to the Company by or on behalf of and relating to such Holder for use in preparation of any Registration Statement, prospectus, amendment or supplement.

(b)Each Holder will severally, and not jointly, indemnify the Company, each of its directors, officers, employees, agents, and each Person who controls the Company within the meaning of Section 15 of the Securities Act, against all claims, losses, damages and liabilities (or actions in respect thereof), including any of the foregoing incurred in settlement of any litigation, commenced or threatened (subject to Section 12.6(c) below), arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statement, prospectus, or any amendment or supplement thereof, incident to any such registration, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in light of the circumstances in which they were made, and will reimburse the Company, such directors officers, employees and agents and each Person controlling the Company for reasonable legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action as incurred, in each case to the extent, but only to the extent, that such untrue statement or omission or allegation thereof is made in reliance upon and in conformity with written information furnished to the Company by or on behalf of and relating to the Holder for use in preparation of any Registration Statement, prospectus, amendment or

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supplement. Notwithstanding the foregoing, a Holder’s aggregate liability pursuant to this subsection (b) and subsection (d) shall be limited to the net amount received by the Holder from the sale of the Registrable Securities.

(c)Each party entitled to indemnification under this Section 12.6 (the “Indemnitee”) shall give notice to the party required to provide indemnification (the “Indemnitor”) promptly after such Indemnitee has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnitor (at its expense) to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnitor, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnitee (whose approval shall not unreasonably be withheld), and the Indemnitee may participate in such defense at such Indemnitee’s expense, and provided further that the failure of any Indemnitee to give notice as provided herein shall not relieve the Indemnitor of its obligations under this Agreement, unless such failure is materially prejudicial to the Indemnitor in defending such claim or litigation. An Indemnitor shall not be liable for any settlement of an action or claim effected without its written consent (which consent will not be unreasonably withheld). No Indemnitor, in its defense of any such claim or litigation, shall, except with the consent of each Indemnitee, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnitee of a release from all liability in respect to such claim or litigation.

(d)If the indemnification provided for in this Section 12.6 is held by a court of competent jurisdiction to be unavailable to an Indemnitee with respect to any loss, liability, claim, damage or expense referred to therein, then the Indemnitor, in lieu of indemnifying such Indemnitee thereunder, shall contribute to the amount paid or payable by such Indemnitee as a result of such loss, liability, claim, damage or expense in such proportion as is appropriate to reflect the relative fault of the Indemnitor on the one hand and of the Indemnitee on the other in connection with the statements or omissions which resulted in such loss, liability, claim, damage or expense as well as any other relevant equitable considerations. The relative fault of the Indemnitor and of the Indemnitee shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the Indemnitor or by the Indemnitee and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.  In no event shall the contribution obligation of a Holder together with any indemnification obligation under this Section 12.6 be greater in amount than the dollar amount of the net received by it upon the sale of the Registrable Securities giving rise to such contribution obligation.

12.7Cooperation.

(a)Each Holder agrees that, upon receipt of any notice from the Company of the happening of any event requiring the preparation of a supplement or amendment to a prospectus relating to Registrable Securities so that, as thereafter delivered to the Holders, such prospectus shall not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, each Holder will forthwith use its reasonable efforts to discontinue disposition of Registrable Securities pursuant to a Registration Statement and prospectus contemplated by Section 12.2

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until its receipt of copies of the supplemented or amended prospectus from the Company and, if so directed by the Company, each Holder shall deliver to the Company all copies, other than permanent file copies then in such Holder’s possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice.

(b)As a condition to the inclusion of its Registrable Securities, each Holder shall furnish to the Company such information regarding such Holder and the distribution proposed by such Holder as the Company may reasonably request in writing as shall be necessary to complete the Registration Statement in accordance with the requirements of the Securities Act in connection with any registration referred to in this Section 12.

(c)At the end of the Registration Period the Holders shall discontinue sales of shares pursuant to any Registration Statement upon receipt of notice from the Company of its intention to remove from registration the shares covered by any such Registration Statement which remain unsold, and such Holders shall notify the Company of the number of shares registered which remain unsold immediately upon receipt of such notice from the Company.

12.8With a view to making available to the Holders the benefits of certain rules and regulations of the SEC which at any time permit the sale of the Registrable Securities to the public without registration, so long as the Holders still own Registrable Securities, the Company shall use its reasonable best efforts to:

(a)make and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act, at all times;

(b)file with the SEC in a timely manner all reports and other documents required of the Company under the Exchange Act; and

(c)so long as a Holder owns any Registrable Securities, furnish to such Holder, upon any reasonable request, a written statement by the Company as to its compliance with Rule 144 under the Securities Act, and of the Exchange Act, a copy of the most recent annual or quarterly report of the Company, and such other reports and documents of the Company as such Holder may reasonably request in availing itself of any rule or regulation of the SEC allowing a Holder to sell any such securities without registration.

12.9The rights to cause the Company to register Registrable Securities granted to each Purchaser by the Company under Section 12.2 may be assigned by any Purchaser in connection with a transfer by such Purchaser of all or a portion of its Registrable Securities, provided, however, that such transferee agrees in writing to comply with the terms and provisions of this Agreement applicable to a Holder.

12.10The rights of any Holder under any provision of this Section 12 may be waived (either generally or in a particular instance, either retroactively or prospectively and either for a specified period of time or indefinitely) or amended by an instrument in writing signed by such Holder.

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SECTION 13.MISCELLANEOUS.

13.1Waivers and Amendments.  Neither this Agreement nor any provision hereof may be changed, waived, discharged, terminated, modified or amended except upon the written consent of the Company and holders of at least a majority of the Shares.

13.2Headings.  The headings of the various sections of this Agreement have been inserted for convenience of reference only and shall not be deemed to be part of this Agreement.

13.3Severability.  In case any provision contained in this Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.

13.4Governing Law.  All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof (other than Section 5-1401 of the New York General Obligations Law).  Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding.  Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof.  Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

13.5Counterparts.  This Agreement may be executed in two or more counterparts, each of which shall constitute an original, but all of which, when taken together, shall constitute but one instrument, and shall become effective when one or more counterparts have been signed by each party hereto and delivered to the other parties.

13.6Successors and Assigns.  Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto.

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13.7Entire Agreement.  This Agreement and other documents delivered pursuant hereto, including the exhibit and the Schedule of Exceptions, constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof and thereof.

13.8Payment of Fees and Expenses.  At the Closing, the Company shall pay the fees and expenses of Ropes & Gray LLP, the counsel for the Purchasers, up to an amount which shall not exceed $50,000.  An estimate of the fees and expenses of Ropes & Gray LLP, which estimate shall not exceed the amount set forth in the immediately preceding sentence, may be paid by check delivered or wire transfer to such counsel at the Closing by any Purchaser, the amount of such check or wire transfer being deducted from the aggregate amount to be delivered by such Purchaser at the Closing for the securities to be purchased by it hereunder.

13.9Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under this Agreement are several and not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the performance of the obligations of any other Purchaser under this Agreement. Nothing contained herein and no action taken by any Purchaser pursuant thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group, or are deemed affiliates with respect to such obligations or the transactions contemplated by this Agreement. Each Purchaser shall be entitled to independently protect and enforce its rights, including without limitation the rights arising out of this Agreement, and it shall not be necessary for any other Purchaser to be joined as an additional party in any proceeding for such purpose.

13.10Survival.  The representations, warranties, covenants and agreements made in this Agreement shall survive the closing of the transactions contemplated hereby and the delivery of the Shares.

[signature pages follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the day and year first above written.

SFX ENTERTAINMENT, INC.
By:	/s/ Richard Rosenstein
Name:	Richard Rosenstein
Title:	Chief Financial Officer

SIGNATURE PAGE TO

SECURITIES PURCHASE AGREEMENT

PURCHASERS:

AGI US LLC, solely in its capacity as investment manager to each Purchaser listed on Exhibit A
By:	/s/ Doug Forsyth
Name:	Doug Forsyth
Title:	CIO Income US
Address:		600 West Broadway San Diego CA 92101
E-Mail:		doug.forsyth@allianzgi.com

SIGNATURE PAGE TO

SECURITIES PURCHASE AGREEMENT

EXHIBIT A

PURCHASERS

Purchaser	Number of Shares	Purchase Price
Allianz Income and Growth Fund - High Yield Sleeve	9,000	$	9,000,000
AllianzGI Income & Growth High Yield	8,000	$	8,000,000
AllianzGI Convertible & Income Fund — HY	6,750	$	6,750,000
AllianzGI Convertible & Income Fund II — HY	5,000	$	5,000,000
AllianzGI Diversified Income and Convertible Fund	1,250	$	1,250,000
TOTAL	30,000	$	30,000,000

EXHIBIT C

FORM OF LEGAL OPINION

(1) The Company has the requisite corporate power and authority to execute, deliver and perform its obligations under the Agreement and to own or lease, as the case may be, its property and assets and to conduct its business as it is currently being conducted.  The execution and delivery by the Company of the Agreement and the issuance of the Shares and Conversion Shares by the Company as contemplated by the Agreement have been duly authorized by all necessary corporate action on the part of the Company.

(2)Each of the Agreement and Certificate has been duly and validly authorized, executed and delivered by the Company.

(3)The Shares and Conversion Shares have been validly and duly authorized, and upon issuance and delivery against payment therefor in accordance with the terms of the Agreement and the Certificate, as applicable, will be validly issued, outstanding, fully paid and nonassessable.

(4)The execution and delivery of the Agreement by the Company and the issuance of the Shares pursuant to the Agreement do not violate any provision of the Certificate of Incorporation or Amended and Restated Bylaws, and do not violate (a) any United States governmental statute, rule or regulation which in our experience is typically applicable to transactions of the nature contemplated by the Agreement or (b) any order, writ, judgment, injunction, decree, determination or award which has been entered against the Company and of which we are aware.

(5)The Company is a validly existing corporation in good standing under the laws of the State of Delaware.

(6)Subject to the truth and accuracy of the representations made by the Company as to matters of fact in Section 4 of the Agreement and the Purchasers in Section 5 of the Agreement, no consent, approval, authorization, or order of, or filing, registration or qualification with any U.S. Federal regulatory authority or governmental body is required for the issuance of the Shares or the Conversion Shares, under current applicable law, except (i) the filing of any applications or other documents (and the filing of consents to service of process, certified corporate resolutions and other similar documents) for the qualification or registration (or the perfection of an exemption therefrom) of the offer and sale of the Shares and the Conversion Shares under applicable blue sky laws; and (ii) the filing with the United States Securities and Exchange Commission of a Notice of Sale of Securities Pursuant to Regulation D.

1

EXHIBIT D

FORM OF LEGAL OPINION

1. Under the circumstances contemplated by the Agreement, the offer and sale of the Shares in accordance with the Agreement and the offer and sale of the Conversion Shares in accordance with the Certificate may be made without registration under the Securities Act.

1

EX-99.1

Exhibit 99.1

NEWS ANNOUNCEMENT For Immediate Release

SFX SECURES $90 MILLION IN NEW FINANCING

Includes $60 million in incremental funding and $30 million
to refinance its revolving credit facility

Growth capital comes from both new and existing investors,
reflecting confidence in SFX’s initiatives

New York, September 17, 2015 — SFX Entertainment, Inc. (NASDAQ: SFXE) (the “Company”) announced today that it has secured $60 million in new financing and refinanced its existing $30 million revolving credit facility, securing capital for new initiatives and operating and working capital needs.

The $90 million comes from both new and existing investors, with $60 million in private placement financing and $30 million in a revolving credit facility.

“This round of financing from these sophisticated investors reflects a level of confidence and provides growth capital to support many of the exciting new initiatives SFX is undertaking,” said Robert F.X. Sillerman, the Company’s Chairman and Chief Executive Officer.  “While the Company continues to explore strategic alternatives, this solidifies SFX for the short and long term, so we can focus on producing great festivals and events and operating globally recognized digital properties.”

Additionally, the Company’s special committee and its advisors continue to accept proposals for the entire company, as well as assets not central to its core business, with a deadline of October 2, 2015.

The $60 million private placement financing consists of:

·The sale of $30 million in Senior Convertible Preferred Stock to an institutional investor.  The Senior Convertible Preferred Stock is convertible into shares of the Company’s common stock at $1.75 per share and pays a 9 percent cash dividend; and,

·The sale of $30 million in Junior Preferred Stock to Sillerman Investment Partners III LLC, an entity controlled by Sillerman.  This is comprised of a completed purchase of $15 million of the Junior Preferred Stock and a fully-committed obligation by Sillerman Investment Partners to purchase an additional $15 million over the next 30 days.  The Junior Preferred Stock pays dividends in kind at 29.5 percent for two years and will pay a 9 percent cash dividend afterwards.

Concurrently with the private placement, the Company entered into an agreement with GoldenTree Asset Management LP, an asset management company specializing in corporate and structured credit markets, whereby the Company’s existing lenders have assigned to GoldenTree their interest in the Company’s existing $30 million revolving credit facility.

Richard Rosenstein, Chief Financial Officer and Chief Administrative Officer of the Company, commented, “Together, these transactions immediately improve our financial position by providing us with additional operating and working capital.  We value these investors’ confidence in our business and equally appreciate the commitment made by GoldenTree through the assumption of our revolving credit facility.  With the success of many of our festivals in the current quarter and this added financial flexibility, SFX is better positioned to continue growing our powerful brands and support our extraordinary team members who are focused on executing on our strategic plans. This also eliminates all operating distractions as we explore proposals from interested strategic partners.”

Additional details of the above noted transactions will be available in a Form 8-K that the Company will file with the U.S. Securities and Exchange Commission.

About SFX Entertainment

SFX Entertainment, Inc. (NASDAQ: SFXE) is the largest global producer of live events and digital entertainment content focused exclusively on electronic music culture (EMC) and other world-class festivals. SFX’s mission is to provide electronic music fans with the best possible live experiences, music discovery, media and digital connectivity. SFX was borne out of the technology revolution and produces and promotes a growing portfolio of live events that includes leading brands such as Tomorrowland, TomorrowWorld, Mysteryland, Sensation, Stereosonic, Electric Zoo, Disco Donnie Presents, Life in Color, Rock in Rio, Nature One, Mayday, Decibel, Q-Dance, Awakenings, and React Presents, as well as the innovative ticketing services Flavorus and Paylogic.

SFX owns and operates Beatport, the trusted global home of electronic music where fans, DJs, and creators connect, discover, and participate in the evolution of dance music culture. Beatport offers a complete music experience for everyone, everywhere including streaming music, mobile apps and a host of ways for the EMC community to enjoy or download files, attend transformational festivals and events both in person and online, connect with like-minded fans and inspirational artists, and receive news, reviews, and unique insider access.

This press release contains forward-looking statements regarding our business strategy and plans, which are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are only predictions and may differ materially from actual results due to a variety of factors including: our ability to integrate the companies we have acquired; our belief that the EMC community will grow; our ability to increase the number of festivals and events we produce and their attendance; our ability to pay our debts and meet our liquidity needs; competition; our ability to manage growth and geographically dispersed operations; and our ability to grow our online properties. We refer you to the documents we file from time to time with the U.S. Securities and Exchange Commission, specifically the section titled “Item 1A. Risk Factors” of our most recent Annual Report filed on Form 10K and Quarterly Reports on Form 10Q and our Current Reports on Form 8K, which contain and identify other important factors that could cause actual results to differ materially from those contained in our projections or forward-looking statements.  In addition, any forward-looking statements contained herein are based on assumptions that we believe to be reasonable as of this date.

We undertake no obligation to update these statements as a result of new information or future events, except as required by law.

Investor Relations Contacts:

Richard Rosenstein

Chief Financial Officer & Chief Administrative Officer

646 561 6400

Joseph Jaffoni

JCIR
212 835 8500

sfxe@jcir.com

Media Contact:

DKC Public Relations

Ed Tagliaferri 212 981 5182

edmund_tagliaferri@dkcnews.com