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: November 25, 2013

Viggle Inc.

(Exact name of Registrant as Specified in its Charter)

Delaware	0-13803	33-0637631
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

902 Broadway, 11 th Floor,New York, New York	10010
(Address of principal executive offices)	(Zip Code)

(212)  231-0092

(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 below):

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).

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

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

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

Item 3.02.  Unregistered Sales of Equity Securities.

On March 11, 2013, Viggle Inc. (the “Company”) and Sillerman Investment Company II LLC (“SIC II”), an affiliate of the Company's Executive Chairman and Chief Executive Officer, entered into an amended and restated line of credit (the “New $25,000,000 Line of Credit”) to the Company, pursuant to which the Company may, from time to time, draw on the New $25,000,000 Line of Credit in amounts of no less than $1,000,000. On November 25, 2013, the Company drew $1,045,000 under the New $25,000,000 Line of Credit, and drew an additional $955,000 from other investors who had committed to fund under the New $25,000,000 Line of Credit (the "LOC Investors"). Following such draws on November 25, 2013, the New $25,000,000 Line of Credit is fully drawn.

In accordance with the terms of the New $25,000,000 Line of Credit, the Company issued to SIC II warrants to purchase 1,045,000 shares of the Company's Common Stock, par value $0.001 per share. These warrants shall be exercisable at a price of $1.00 per share and shall expire five (5) years after issuance.

The Company expects to record a stock-based compensation charge of approximately $303,000 relating to these warrants.

The Board of Directors also approved for purposes of Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended (the “1934 Act”), the transaction and the issuance of the warrants for purposes of securing an exemption for such acquisition of all such warrants and the shares into which they may be converted by SIC II. As approved by the Board of Directors, SIC II is a director of the Company by deputization for purposes of securing an exemption for these transactions from the provisions of Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder.

The warrants were issued in a transaction exempt from registration under the Securities Act of 1933, as amended, in reliance on Section 4(a)(2) thereunder and Rule 506 of Regulation D promulgated thereunder. 

In August 2011 and May 2012, the Company previously completed certain private placement offerings (the “PIPE Transactions”) in which the Company issued to certain investors, including the LOC Investors shares of the Company's common stock and warrants to purchase shares of common stock. The Company's Board of Directors previously approved an exchange (the “PIPE Exchange”) by certain PIPE Investors of the common stock and warrants that they received in the PIPE Transactions for Series A Convertible Preferred Stock and Series B Convertible Preferred Stock. PIPE Investors were only be permitted to participate in such exchange to the extent that they or their affiliates commit or have committed to fund a portion of the New $25,000,000 Line of Credit. For each $100,000 that a PIPE Investor commits or has committed to the New $25,000,000 Line of Credit, the PIPE Investor would be able to exchange the common stock and warrants that it received for $100,000 of investment in the PIPE Transactions for 100 shares of Series A Convertible Preferred Stock and 46 shares of Series B Convertible Preferred Stock.

On November 25, 2013, as part of the PIPE Exchange, the Company and the LOC Investors entered into exchange agreements pursuant to which the LOC Investors agreed to exchange: (a) a total of 191,000 shares of the Company's Common Stock and (b) warrants to purchase 191,000 shares of the Company's common stock that they had received in the PIPE Transactions for: (i) a total of 955 shares of Series A Convertible Preferred Stock and (ii) a total of 439.3 shares of Series B Convertible Preferred Stock. As a condition of such exchange, the LOC Investors committed to fund a total of $955,000 under the New $25,000,000 Line of Credit, and the Company drew on those commitments on November 25, 2013. The debt to the LOC Investors is subordinate to the Company's Term Loan Agreement with Deutsche Bank Trust Company Americas. As part of such draw, the Company also issued to the LOC Investors warrants to purchase 955,000 shares of the Company’s Common Stock at $1 per share. These warrants are exercisable for 5 years.

The Series A Convertible Preferred Stock, the Series B Convertible Preferred Stock and the warrants issued to the LOC Investors were issued in a transaction exempt from registration under the Securities Act of 1933, as amended, in reliance on Section 4(a)(2) thereunder and Rule 506 of Regulation D promulgated thereunder. 

The foregoing descriptions of the New $25,000,000 Line of Credit and the transactions contemplated thereby are not complete and are subject to, and qualified in their entirety by, reference to the description thereof in the Company's Current Report on Form 8-K as filed with the SEC on March 15, 2013 and to the form of New $25,000,000 Line of Credit attached thereto as Exhibit 10.3 and incorporated therein by reference.

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ITEM 9.01.    FINANCIAL STATEMENTS AND EXHIBITS

Exhibits

The documents set forth below are filed herewith.

Exhibit Number	Description
10.1	Form of Subordination Agreement
10.2	Form of Exchange Agreement for LOC Investors
10.3	Form of Commitment Letter under New $25,000,000 Line of Credit

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SIGNATURES

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

	VIGGLE INC.
Date: December 2, 2013	By:	/s/ Mitchell J. Nelson
		Name:  Mitchell J. Nelson
		Title:    Executive Vice President

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EX-10.1

Exhibit 10.1

SUBORDINATION AGREEMENT

FOR VALUE RECEIVED, and in order to induce DEUTSCHE BANK TRUST COMPANY AMERICAS (“Lender”) now and from time to time hereafter to extend financial accommodations to, or otherwise extend or continue to extend credit to or for the benefit of Viggle Inc., a corporation organized and existing under the laws of the State of Delaware (“Company”), each of the undersigned (each a “Creditor” and collectively, “Creditors”) does hereby subordinate payment of the indebtedness of Company to such Creditor evidenced by: (i) the notes, other instruments and/or documents set forth on Exhibit A hereto, and (ii) all other indebtedness of Company to such Creditor of every nature, howsoever evidenced, incurred or created, and whether now or hereafter owing (collectively, the “Subordinated Indebtedness”) to: (x) the obligations and liabilities of Company to Lender under that certain Term Loan Agreement dated as of March 11, 2013 (as amended on September 10, 2013) by and between Company and Lender, as the same may from time to time be or has been amended, restated, modified or supplemented, the “Loan Agreement”) and the other Loan Documents (as defined in the Loan Agreement), and (y) all other indebtedness of Company to Lender of every nature, howsoever evidenced, incurred or created, and whether now or hereafter owing ((x) and (y) collectively, the “Obligations”).

Each Creditor further subordinates to Lender any and all liens and security interests on the assets of Company heretofore and from time to time hereafter received by such Creditor to secure the payment of the Subordinated Indebtedness or as security for any other indebtedness of Company to such Creditor, howsoever evidenced, incurred or created, and whether now or hereafter owing (“Creditor’s Liens”), and in connection therewith agrees that: (i) any and all liens and security interests upon the assets of Company heretofore and from time to time hereafter received by Lender as security for the Obligations shall be superior to and take priority over Creditor’s Liens, regardless of the order of filing or perfection; (ii) Lender shall not owe any duty to any Creditor whatsoever as a result of or in connection with Creditor’s Liens, and, without limiting the foregoing, Lender shall not owe to any Creditor any duty of notice, marshalling of assets or protection of the rights or interests of any Creditor; and (iii) so long as this Agreement shall be in effect, no Creditor will take any action to foreclose or otherwise enforce any of Creditor’s Liens. Lender shall have the exclusive right to manage, perform and enforce the underlying terms of the Loan Agreement and the other Loan Documents relating to the assets of Company and to exercise and enforce its rights according to its discretion. Each Creditor waives all rights to affect the method or challenge the appropriateness of any action taken by Lender in connection with Lender’s enforcement of its rights under the Loan Agreement, the other Loan Documents and any and all other documents, instruments and agreements entered into in connection therewith. As between each Creditor and Lender, only Lender shall have the right to restrict, permit, approve or disapprove the sale, transfer or other disposition of the assets of Company. As between Lender and each Creditor, the terms of this Agreement shall govern even if all or part of Lender’s liens are avoided, disallowed, set aside or otherwise invalidated.

Upon any distribution of the assets or readjustment of the indebtedness of Company, whether by reason of liquidation, composition, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding involving the readjustment of all or any of the Subordinated Indebtedness, or the application of the assets of Company to the payment or liquidation thereof, Lender shall be entitled to receive payment in full of any and all Obligations then owing to it by Company prior to the payment of all or any part of the Subordinated Indebtedness, and in order to enable Lender to enforce its rights hereunder in any such action or proceeding, Lender is hereby irrevocably authorized and empowered in its discretion as attorney in fact for each Creditor to make and present for and on behalf of such Creditor such proofs of claims against Company on account of the Subordinated Indebtedness as Lender may deem expedient or proper and to vote such proofs of claims in any such proceeding and to receive and collect any and all dividends or other payments or disbursements made thereon in whatever form the same may be paid or issued and to apply same on account of any Obligations owing to Lender by Company.

Each Creditor will execute and deliver to Lender from time to time such assignments or other instruments as may be required by Lender in order to enable it to enforce any and all such claims and to collect any and all dividends or other payments or disbursements which may be made at any time on account of all or any part of the Subordinated Indebtedness.

Each Creditor hereby acknowledges that the Subordinated Indebtedness is and shall be expressly subordinated in right of payment to the Obligations and no Creditor will accept and Company shall not make any payment in respect of the Subordinated Indebtedness until such time as the Obligations have been indefeasibly paid in full. No Creditor shall now or hereafter directly or indirectly (i) ask, demand, sue for, take or receive payment of all or any part of the Subordinated Indebtedness or any collateral therefor, and Company shall not be obligated to make any such payment, and the failure of Company so to do shall not constitute a default by Company in respect of the Subordinated Indebtedness, (ii) seize any property of Company or (iii) institute or join any petition for any insolvency, bankruptcy, receivership or similar proceeding against Company. In the event any Creditor shall receive any payment in respect of the Subordinated Indebtedness when such Creditor is not permitted to receive such payment in accordance with the terms of this Agreement, then such Creditor shall forthwith deliver, or cause to be delivered, the same to Lender in precisely the form held by such Creditor (except for any necessary endorsement) and until so delivered the same shall be held in trust by such Creditor as the property of Lender.

Without the prior written consent of Lender, no Creditor will at any time while this Agreement remains in effect (a) amend or modify any term or provision of any document, instrument or agreement evidencing the Subordinated Indebtedness if such amendment or modification violates or contradicts the terms of this Agreement, or (b) assign or transfer any right, claim or interest of any kind in or to any of the Subordinated Indebtedness or any collateral therefor unless, prior to the consummation of any such assignment or transfer, the assignee or transferee thereof shall execute and deliver to Lender an agreement substantially identical to this Agreement, providing for the continued subordination of the Subordinated Indebtedness to the Obligations as provided herein and for the continued effectiveness of all of the rights of Lender arising under this Agreement.

Lender may at any time, in its discretion, renew or extend the time of payment of all or any existing or future Obligations of Company to Lender or waive or release any collateral which may be held therefor at any time, and in connection therewith may make and enter into any such agreement or agreements as it may deem proper or desirable without notice to or the consent of any Creditor and without in any manner impairing or affecting this Agreement or any of Lender’s rights hereunder.

Each Creditor warrants to Lender that: (i) Creditors are the owners of the Subordinated Indebtedness; (ii) each Creditor has the full right, power and authority to make, execute and deliver this Agreement; (iii) no Creditor has heretofore assigned, pledged or granted a security interest or other lien, right or interest in the Subordinated Indebtedness or any instrument or document evidencing the Subordinated Indebtedness to any third party; (iv) this Agreement is valid and binding upon each Creditor and is and will be enforceable by Lender in accordance with its terms (except as limited by bankruptcy and other laws affecting the rights of creditors generally); and (v) Company is not now in default with respect to the Subordinated Indebtedness or any part thereof. This Agreement shall be effective as of the date hereof and shall continue in effect until all of the Obligations have been indefeasibly paid in cash, performed and satisfied in full.

This Agreement shall continue in full force and effect after the filing of any petition (“Petition”) by or against Company under the United States Bankruptcy Code (the “Code”) and all converted or succeeding cases in respect thereof. All references herein to Company shall be deemed to apply to Company as debtor-in-possession and to a trustee for Company. If Company shall become subject to a proceeding under the Code, and if Lender shall desire to permit the use of cash collateral or to provide post-Petition financing from Lender to Company under the Code, each Creditor agrees as follows: (1) adequate notice to such Creditor shall be deemed to have been provided for such consent or post-Petition financing if such Creditor receives notice thereof three (3) business days (or such shorter notice as is given to Lender) prior to the earlier of (a) any hearing on a request to approve such post-petition financing or (b) the date of entry of an order approving same and (2) no objection will be raised by such Creditor to any such use of cash collateral or such post-Petition financing from Lender.

Subject to the prior payment in full in cash of the Obligations, to the extent that Lender has received any payment on the Obligations which, but for this Agreement, would have been applied to the Subordinated Indebtedness, each Creditor shall be subrogated to the then or thereafter rights of Lender including, without limitation, the right to receive any payment made on the Obligations until the Subordinated Indebtedness shall be paid in full; and, for the purposes of such subrogation, no payment to Lender to which any Creditor would be entitled except for the provisions of this Agreement shall, as among the Company, its creditors (other than Lender) and such Creditor, be deemed to be a payment by Company to or on account of the Obligations, it being understood that the provisions hereof are and are intended solely for the purpose of defining the relative rights of each Creditor on the one hand, and Lender on the other hand.

This Agreement shall be binding upon Creditors and their respective successors and assigns and shall inure to the benefit of Lender and its successors and assigns. This Agreement may be executed in any number of counterparts, all of which, taken together, shall constitute one and the same agreement.

THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

[Remainder of Page Intentionally Left Blank]

NY1171677.4
217938-00001 2

THE PARTIES HERETO DO HEREBY WAIVE ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF THIS AGREEMENT. EACH PARTY HERETO IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF ANY NEW YORK STATE COURT SITTING IN THE BOROUGH OF MANHATTAN, THE CITY OF NEW YORK OVER ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT. EACH PARTY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH SUIT ACTION OR PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. EACH PARTY AGREES THAT A FINAL JUDGMENT IN ANY SUCH SUIT ACTION OR PROCEEDING BROUGHT IN SUCH A COURT, AFTER ALL APPROPRIATE APPEALS, SHALL BE CONCLUSIVE AND BINDING UPON IT.

Dated: __________, 2013

CREDITOR:

________________________

Name: ________________________

Address:        ___________________

        ___________________

Attention:    ___________________

Telephone No.: ___________________

Facsimile No.: ___________________

NY1171693 SIGNATURE PAGE TO
SUBORDINATION AGREEMENT

ACKNOWLEDGED AND ACCEPTED:

DEUTSCHE BANK TRUST COMPANY AMERICAS

By:
Name:
Title:

By:
Name:
Title:

Address: 345 Park Avenue    NYC 20-1414    New York, NY 10154

Attention: Private Wealth Management / Lending

Telephone No.: (212) 454-0829

Facsimile No.: (212) 454-3438

NY1171693 SIGNATURE PAGE TO
SUBORDINATION AGREEMENT

AGREEMENT NOT TO PAY SUBORDINATED INDEBTEDNESS

The undersigned hereby acknowledges receipt of a copy of the above and foregoing Agreement and agrees not to pay any of the Subordinated Indebtedness until such time as the Obligations have been indefeasibly paid in full.

VIGGLE INC.

By:
Name:
Title:

NY1171693 SIGNATURE PAGE TO
SUBORDINATION AGREEMENT

EX-10.2

Exhibit 10.2

EXCHANGE AGREEMENT

This EXCHANGE AGREEMENT (the “Agreement”) is by and between Viggle Inc., a Delaware corporation (the “Company”), and the investor listed on the signature page hereto (the “Holder”), and is effective on the date set forth on the signature page of the Company hereto.

RECITALS

A.     The Holder is the owner of (i) _____ shares of Common Stock (collectively, the “Prior Shares”) and (ii) warrants previously issued by the Company to purchase up to ____ shares of Common Stock at an exercise price of $__ per share (the “Warrants”). The Warrants together with the Prior Shares shall collectively be referred to as the “Prior Securities”). The Holder previously invested $_____ to purchase the Prior Securities.

B.    The Company has authorized the issuance of (i) a series of preferred stock entitled the “Series A Convertible Preferred Stock” (the “Series APreferred Stock”), which Series A Preferred Stock is convertible into shares of Common Stock in accordance with the terms of the Series A Preferred Stock (as converted, collectively, the “Series A Conversion Shares”) and (ii) a series of preferred stock entitled the “Series B Convertible Preferred Stock” (the “Series BPreferred Stock” and together with the Series A Preferred Stock, collectively the “Preferred Stock”), which Series B Preferred Stock is convertible into shares of Common Stock in accordance with the terms of the Series B Preferred Stock (as converted, collectively, the “Series B Conversion Shares” and together with the Series A Conversion Shares, collectively the “Conversion Shares”).

C.    The rights, preferences and other terms and provisions of (i) the Series A Preferred Stock are set forth in the Certificate of Designations of Series A Convertible Preferred Stock in the form attached hereto as Exhibit A (the “Series ACertificate of Designations”) and (ii) the Series B Preferred Stock are set forth in the Certificate of Designations of Series B Convertible Preferred Stock in the form attached hereto as Exhibit B (the “Series BCertificate of Designations” and together with the Series A Certificate of Designations, collectively the “Certificates of Designations”).

D.    The Company desires that the Holder exchange the Prior Securities for the Preferred Shares on the terms set forth herein.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Holder hereby agree as follows:

1.Exchange. Simultaneously with the execution and delivery of this Agreement, the Holder shall exchange the Prior Securities with the Company for, and in exchange therefor the Company shall issue to the Holder, (i) ___ shares of Series A Preferred Stock (such shares of Series

A Preferred Stock issued to the Holder pursuant to this Agreement are referred to herein as the “Series A Preferred Shares”) and (ii) ____ shares of Series B Preferred Stock (such shares of Series B Preferred Stock issued to the Holder pursuant to this Agreement are referred to herein as the “Series B Preferred Shares” and together with the Series A Preferred Shares are referred to herein as the “Preferred Shares” or the “Securities”). “Common Stock” means (i) the shares of common stock of the Company, $0.001 par value per share, and (ii) any capital stock into which such shares of common stock shall have been changed or any share capital resulting from a reclassification of such shares of common stock. It is expressly understood and agreed that the Prior Securities shall be automatically cancelled simultaneously with the execution and delivery of this Agreement by the parties hereto. The Holder shall, within ten (10) Business Days (as defined in the Series A Certificate of Designations) after the date hereof, deliver the Prior Securities to the Company. Withinten(10) Business Days after the date hereof, the Company shall deliver to the Holder (x) one or more stock certificates evidencing the Series A Preferred Shares and (y) one or more stock certificates evidencing the Series B Preferred Shares, in each case, duly executed on behalf of the Company.

2.Representations and Warranties of the Company. The Company represents and warrants to the Holder that:

(a)Organization and Qualification. The Company is an entity duly organized and validly existing and in good standing under the laws of the jurisdiction in which it was formed and has the requisite power and authorization to own its properties and to carry on its business as now being conducted. The Company is duly qualified as a foreign entity to do business and is in good standing in every jurisdiction in which its ownership of property or the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect. “Material Adverse Effect” means any material adverse effect on the business, properties, assets, liabilities, operations (including results thereof) or condition (financial or otherwise) of the Company and its Subsidiaries, taken as a whole. “Subsidiaries” means any Person (as defined below) in which the Company, directly or indirectly, owns 100% of the outstanding capital stock or holds 100% of the equity or similar interests of such Person, and each of the foregoing, is individually referred to herein as a “Subsidiary.”

(b)Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents (as defined below) to which it will be a party and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company, and the consummation by the Company of the transactions contemplated hereby and thereby have been duly authorized by the Company’s board of directors, and (other than the filing with the Securities and Exchange Commission (the “SEC”) or any state securities agencies of any required filings (collectively, the “Required Filings”)) no further filing, consent or authorization is required by the Company, its board of directors or its stockholders. This Agreement and the other Transaction Documents to which the Company is a party have

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been duly executed and delivered by the Company, and each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement and the Certificates of Designations, as each may be amended from time to time.

(a)Issuance of Securities. The issuance of the Preferred Shares is duly authorized, and upon issuance in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, taxes, liens, charges and other encumbrances with respect to the issue thereof. Upon conversion in accordance with the terms of the Series A Certificate of Designations, the Series A Conversion Shares, when issued, will be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, taxes, liens, charges and other encumbrances with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Upon conversion in accordance with the terms of the Series B Certificate of Designations, the Series B Conversion Shares, when issued, will be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, taxes, liens, charges and other encumbrances with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Subject to the accuracy of the representations and warranties of the Holder in this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the Securities Act of 1933, as amended (the “1933 Act”).

(b)No Conflicts. The execution, delivery and performance of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated thereby will not (i) result in a violation of the Company’s certificate of incorporation, as amended and as in effect on the date hereof, or the Company’s bylaws, as amended and as in effect on the date hereof, (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company is a party or (iii) result in a violation of any law, rule, regulation, order, judgment or decree applicable to the Company or any of its Subsidiaries other than, in the case of clauses (ii) and (iii) above, conflicts, defaults, rights or violations that could not reasonably be expected to have a Material Adverse Effect.

(c)Consents. The Company is not required to obtain any consent from, authorization or order of, or make any filing or registration with (other than the Required Filings), any court, governmental agency or any regulatory or self-regulatory agency or any other Person in order for it to execute, deliver or perform any of its obligations under the Transaction Documents, in each case, in accordance with the terms thereof.

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(d)Solicitation Fees. There are no solicitation fees, brokerage commissions, finder’s fees or other similar fees or commissions payable in connection with the transaction with the Holder contemplated by this Agreement based on any agreement, arrangement or understanding with Company or any action taken by Company.

3.Holder’s Representations and Warranties. Holder represents and warrants to the Company that:

(a)Organization; Authority. The Holder, if the Holder is an entity, is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization. The Holder has the requisite power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder and thereunder.

(b)No Public Sale or Distribution. The Holder (i) is acquiring the Preferred Shares and (ii) upon conversion of the Preferred Shares will acquire the Conversion Shares issuable upon conversion thereof, in each case, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof in violation of applicable securities laws, except pursuant to sales registered or exempted under the 1933 Act; provided, however, by making the representations herein, the Holder does not agree, or make any representation or warranty, to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act. The Holder does not presently have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securities in violation of applicable securities laws. “Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and a government or any department or agency thereof.

(c)Accredited Investor Status. The Holder is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D.

(d)Reliance on Exemptions. The Holder understands that the Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Holder’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Holder set forth herein in order to determine the availability of such exemptions and the eligibility of the Holder to acquire the Securities.

(e)Information. The Holder and its advisors, if any, have been furnished with all materials relating to the business, finances and operations of the Company and its Subsidiaries and materials relating to the offer and acquisition of the Securities which have been requested by the Holder. The Holder and its advisors, if any, have been afforded the opportunity to ask questions of the Company and each of its Subsidiaries. The Holder understands that its acquisition of the Securities involves a high degree of risk. The Holder

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has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition of the Securities.

(f)No Governmental Review. The Holder understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Securities or the fairness or suitability of the acquisition of the Securities nor have such authorities passed upon or endorsed the merits of the offering of the Securities.

(g)Transfer or Resale. The Holder understands that: (i) the Securities have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Holder shall have delivered to the Company an opinion of counsel to the Holder, that is reasonably acceptable to the Company, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) the Holder provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated under the 1933 Act (or a successor rule thereto) (collectively, “Rule 144”); (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144, and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 Act) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC promulgated thereunder; and (iii) neither the Company nor any other Person is under any obligation to register the Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

(h)Validity; Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of the Holder and constitutes the legal, valid and binding obligations of the Holder enforceable against the Holder in accordance with its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

(i)No Conflicts. The execution, delivery and performance by the Holder of this Agreement and the consummation by the Holder of the transactions contemplated hereby will not (i) result in a violation of the organizational documents of the Holder (if the Holder is an entity), (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Holder is a party or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws) applicable to the Holder, except in the case of clause (ii) above, for such conflicts, defaults or rights which would not, individually

5

or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Holder to perform its obligations hereunder or thereunder.

(j)Transfer of Prior Securities. The Holder will transfer the Prior Securities to the Company free and clear of all liens, encumbrances, pledges, options and other rights of any kind and description (except for liens, encumbrances, pledges, options and other rights and restrictions imposed by applicable securities laws, the terms of the Prior Securities and agreements entered into with the Company relating to the Holder’s acquisition of the Prior Securities from the Company).

4.Entire Agreement. This Agreement supersedes all other prior oral or written agreements between the Holder, the Company and Persons acting on their behalf solely with respect to the matters contained herein, and this Agreement contains the entire understanding of the parties solely with respect to the matters covered herein.

5.Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement and the other Transaction Documents shall be governed by the internal laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of Delaware. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in Wilmington, Delaware, for the adjudication of any dispute hereunder or under any of the other Transaction Documents or in connection herewith or therewith or with any transaction contemplated hereby or thereby or discussed herein or therein, 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 brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. 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 to such party at the address for such 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 (i) be deemed to limit in any way any right to serve process in any manner permitted by law or (ii) be deemed, or operate, to preclude any party from bringing suit or taking other legal action against any other party to any of the Transaction Documents in any other jurisdiction to collect on such other party’s obligations to such party or to enforce a judgment or other court ruling in favor of such party. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY.

6.Counterparts. This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party. In the event that any signature is delivered by facsimile transmission or by an e-mail which contains a portable document format (.pdf) file of an executed signature page, such signature page shall create a valid and binding

6

obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such signature page were an original thereof.Construction; Survival. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party. The representations and warranties shall survive the consummation of the transactions contemplated by this Agreement for a period of two (2) years thereafter, and the covenants and agreements shall survive the consummation of the transactions contemplated by this Agreement. No specific representation or warranty shall limit the generality or applicability of a more general representation or warranty. Each and every reference to numbers in this Agreement that relate to the Common Stock or any of the Preferred Stock shall be automatically adjusted for stock splits, stock dividends, stock combinations and other similar transactions that occur with respect to the Common Stock or any of the Preferred Stock (as the case may be) after the date of this Agreement. Unless expressly indicated otherwise, all section references are to sections of this Agreement.

7.Headings. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. Unless the context clearly indicates otherwise, each pronoun herein shall be deemed to include the masculine, feminine, neuter, singular and plural forms thereof. The terms “including,” “includes,” “include” and words of like import shall be construed broadly as if followed by the words “without limitation.” The terms “herein,” “hereunder,” “hereof” and words of like import refer to this entire Agreement instead of just the provision in which they are found.

8.Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. Neither party hereto shall assign this Agreement or any rights hereunder, or delegate any obligations hereunder, without the prior written consent of the other party hereto (which may be granted or withheld in such other party’s sole discretion). This Agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person.

9.Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as any other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

10.Expenses. Each party to this Agreement shall bear its own expenses in connection with the transactions contemplated by this Agreement.

11.Severability. If any provision of this Agreement is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect the validity of the remaining provisions of this Agreement so long as this Agreement as so modified continues to express, without material change, the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability

7

of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations of the parties or the practical realization of the benefits that would otherwise be conferred upon the parties. The parties will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s).

12.Amendments; Waivers.  No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed, in the case of an amendment, by the Company and the Holder or, in the case of a waiver, by the party against whom enforcement of any such waived provision is sought. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right.

13.Currency. Unless otherwise expressly indicated, all dollar amounts referred to in this Agreement and the other Transaction Documents are in United States Dollars (“U.S. Dollars”), and all amounts owing under this Agreement and all other Transaction Documents shall be paid in U.S. Dollars. All amounts denominated in other currencies (if any) shall be converted into the U.S. Dollar equivalent amount in accordance with the Exchange Rate on the date of calculation. “Exchange Rate”means, in relation to any amount of currency to be converted into U.S. Dollars pursuant to this Agreement, the U.S. Dollar exchange rate as published in the Wall Street Journal on the relevant date of calculation.

14.Disclosure of Transactions. The Company shall, on or before 9:00 a.m. New York time, on the fourth (4^th) Business Day following the date of this Agreement, file a Current Report on Form 8‑K describing all the material terms of the transactions contemplated by this Agreement in the form required by the Securities Exchange Act of 1934, as amended, and attaching all the material Transaction Documents.

15.Legends; Legend Removal.

(a)The Holder understands that the Securities have been issued (or will be issued in the case of the Conversion Shares) pursuant to an exemption from registration or qualification under the 1933 Act and applicable state securities laws, and except as set forth below, the Securities shall bear any legend as required by the “blue sky” laws of any state and a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of such stock certificates):

[NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN][THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN] REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD,

8

TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT.

(b)Certificates evidencing the Securities shall not be required to contain the legend set forth in Section 16(a) above or any other legend (i) following any sale of such Securities pursuant to an effective registration statement containing a usable prospectus or (ii) following any sale of such Securities pursuant to Rule 144 (provided that the Holder provides the Company with reasonable assurances (which shall include, without limitation, customary representation letters and an opinion of counsel that are reasonable satisfactory to the Company) that such Securities were properly sold pursuant to, and in compliance with, Rule 144). If a legend is not required pursuant to the foregoing, the Company shall no later than ten (10) Business Days following the delivery by the Holder to the Company of a legended certificate representing such Securities (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer, if applicable), together with any other deliveries from the Holder as may be required above in this Section 16(b), as directed by the Holder, either: (A) provided that the Company and its transfer agent are participating in The Depositary Trust Company’s (“DTC”) Fast Automated Securities Transfer Program, credit the aggregate number of Conversion Shares to which the Holder shall be entitled to the Holder’s balance account with DTC through its Deposit/Withdrawal at Custodian system or (B) if the Company or its transfer agent are not participating in the DTC Fast Automated Securities Transfer Program or if Preferred Shares were sold, issue and deliver (via reputable overnight courier) to the Holder, a certificate representing such Securities that are free from all restrictive and other legends, registered in the name of the Holder.

16.Notices. Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered: (i) upon receipt, if delivered personally; (ii) when sent, if sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); (iii) when sent, if sent by e-mail (provided that such sent e-mail is kept on file (whether electronically or otherwise) by the sending party and the sending party does not receive an automatically generated message from the recipient’s e-mail server that such e-mail could not be delivered to such recipient) and (iv) if sent by overnight courier service, one (1) Business Day after deposit with an overnight courier service with next day delivery specified, in each case, properly addressed to the party to receive the same. The addresses, facsimile numbers and e-mail addresses for such communications shall be:

If to the Company:

Viggle Inc.

902 Broadway, 11th Floor

9

New York, New York 10022

E-mail: mitch@viggle.com

Facsimile: (212) 750-3034

Attention: Mitchell J. Nelson

With a copy (for informational purposes only) to:

Greenberg Traurig, LLP

200 Park Avenue

New York, New York 10166
E-mail: blockd@gtlaw.com

Facsimile: (212) 801-6400
Attention: Dennis J. Block, Esq.

If to the Holder:

At the address set forth on the signature page hereto

or to such other address, facsimile number and/or e-mail address and/or to the attention of such other Person as the recipient party has specified by written notice given to each other party five (5) days prior to the effectiveness of such change. Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver or other communication, (B) mechanically or electronically generated by the sender’s facsimile machine containing the time, date and recipient facsimile number or (C) provided by an overnight courier service shall be rebuttable evidence of personal service, receipt by facsimile or receipt from an overnight courier service in accordance with clause (i), (ii) or (iv) above, respectively. A copy of the e-mail transmission containing the time, date and recipient e-mail address shall be rebuttable evidence of receipt by e-mail in accordance with clause (iii) above.

[signature pages follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

COMPANY:

VIGGLE INC.

By: Name:
Title:

Date: _______________________________

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

HOLDER:

__________________________

Name: __________________

Address:

EX-10.3

Exhibit 10.3

[Date]

Investor

[Address]

Dear [Investor]:

Viggle Inc. (the “Company”) and Sillerman Investment Company II LLC (“SIC II”) are party to that certain Amended and Restated Line of Credit Grid Promissory Note, dated as of March 11, 2013, a copy of which is attached hereto (the “Amended and Restated Note”), in the aggregate principal amount of $25,000,000. [Investor] (the “Investor”) and the Company are party to that certain Exchange Agreement, dated on or about the date hereof (the “Exchange Agreement”), pursuant to which the Investor has agreed to exchange the Prior Securities (as such term is defined in the Exchange Agreement) for Series A Preferred Shares and Series B Preferred Shares (as such terms are defined in the Exchange Agreement) (the “Exchange”). In connection with such Exchange, the Investor has agreed to commit to fund its pro rata portion of the principal amount of the Amended and Restated Note in the event that the Company draws on such Amended and Restated Note in the future. This letter agreement will become effective on the date set forth by the Company’s signature on the signature pages hereto.

Accordingly, the parties hereto agree as follows:

1. The Investor agrees that it will fund its Pro Rata Portion (as defined below) of the aggregate principal amount of the Amended and Restated Note, as and when the Company requests draws on the Amended and Restated Note in accordance with the terms of the Amended and Restated Note. For purposes hereof, the Investor’s “Pro Rata Portion” means $__________ (the “Commitment Amount”), divided by $25,000,000. Any draw of the Investor’s Pro Rata Amount will be made at the time that SIC II’s commitment is drawn under the Amended and Restated Note; provided, however, that in the event that any amounts have previously been funded by SIC II under the Amended and Restated Note, upon any request for funding, the Investor will first fund such amounts as are necessary to bring the amount funded by the Investor up to its Pro Rata Portion of all amounts funded, and for such purposes, amounts outstanding under the Deutsche Loan Agreement (as defined in the Amended and Restated Note) or any successor thereto that have been guaranteed by SIC II or any of its affiliates (including Robert F.X. Sillerman) will be deemed to have been funded by SIC II. For example, if the Investor’s Commitment Amount were $1 million and a request for funding is made at

a time when SIC II has funded $4 million under the Amended and Restated Note, and Robert F.X. Sillerman has guaranteed $10 million under the Deutsche Bank Line, then the Investor would first fund $560,000 (representing 14/25 of the Investor’s Commitment Amount), and thereafter the Investor, SIC II and other investors would fund their commitments in relation to their relative commitment amounts. In such case, SIC II would be required to fund amounts necessary to repay the Deutsche Loan Agreement or any successor thereto. In the event that the Investor fails to fund all or any portion of its Pro Rata Portion, as and when required, then the Company shall have any and all remedies available to the Company under applicable law, including without limitation rescission of the Exchange Agreement.

2. The commitment of SIC II to fund under the Amended and Restated Note will be reduced by the Investor’s Commitment Amount.

3. The Investor shall have the rights of the “Lender” under the Amended and Restated Note, such that the Investor will be entitled to receive repayment of amounts funded by the Investor and interest on the Investor’s funded amount at the rate, at the time and in the manner set forth in the Amended and Restated Note.

4. When amounts are repaid under the Amended and Restated Note, the Company shall pay to SIC II, the Investor and any other investor who has funded draws under the Amended and Restated Note in proportion to the amounts that they have funded.

5. In the event that the Company makes any draws of the Investor’s Commitment Amount hereunder, the Investor shall be entitled to receive a warrant to purchase shares of the Company’s Common Stock, par value $0.001 per share, in the amounts and on the terms set forth in the Exchange Agreement. The form of such warrant shall be the form attached as Exhibit C to the Amended and Restated Note.

6. Amounts outstanding under the Amended and Restated Note are secured pursuant to a Security Agreement, dated as of March 11, 2013, by and between the Company and Robert F.X. Sillerman, as collateral agent (the “Security Agreement”). Pursuant to the Security Agreement, the Company has pledged certain assets of the Company to Robert F.X. Sillerman as security for the amounts owed by the Company under the Amended and Restated Note. Mr. Sillerman hereby agrees to act in good faith in his role as collateral agent in connection with the Security Agreement. In the event that Mr. Sillerman recovers any amounts upon exercising rights as the Secured Party in connection with the Security Agreement, Mr. Sillerman agrees to distribute such amounts to all investors who have funded amounts under the Amended and Restated Note in proportion to the amounts they have funded under such Amended and Restated Note. For purposes of determining such proportional amounts so funded, any amounts that Mr. Sillerman has guaranteed in respect of the Deutsche Loan Agreement, or any successor agreement, or any amounts funded by Mr. Sillerman under any such guarantee, shall be deemed to have been funded by SIC II.

7. It is a condition of the Exchange and of this letter agreement that you shall have executed and delivered a Subordination Agreement with Deutsche Bank Trust Company Americas (pursuant to which you shall agree that payment of any amounts hereunder is subordinate to repayment in full of all amounts outstanding under the Deutsche Loan Agreement).

If these terms accurately reflect the terms of our agreement, please so indicate by signing below and returning a copy of this letter agreement to me.

Sincerely,

Viggle Inc.

By: ___________________

Name:

Title:

Date:

Agreed and accepted:

Investor:

______________________

Name: ______________

Sillerman Investment Company II LLC

By: ___________________

Name:

Title:

___________________________________

Robert F.X. Sillerman, as Collateral Agent