SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 7)*

Viggle Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

92672V

(CUSIP Number)

Mitchell J. Nelson, 430 Park Avenue, 6th Floor, New York, NY  10016

(Name, address and telephone number of person

authorized to receive notices and communications)

12/16/2013

(Date of event which requires filing of this statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No.  92672V SCHEDULE 13D/A Page 2 of 6 Pages

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)     Robert F.X. Sillerman
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)  (a) þ  (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS (see instructions) PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF		7	SOLE VOTING POWER  159,608,702
SHARES BENEFICIALLY		8	SHARED VOTING POWER 162,308,702
OWNED BY EACH		9	SOLE DISPOSITIVE POWER     109,906,913
REPORTING PERSON WITH		10	SHARED DISPOSITIVE POWER     112,606,913
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 162,308,702
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  (see instructions) o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 87.6%
14	TYPE OF REPORTING PERSON IN

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CUSIP No. 92672V SCHEDULE 13D/A Page 3 of 6 Pages

Item 1. Security and Issuer.

This Schedule 13D relates to the common stock, par value, $0.001 per share (the “Common Stock”), of Viggle Inc., a Delaware corporation (the “Company”).   The address of the principal executive offices of the Company is 902 Broadway, 11th Floor, New York, NY  10010.

Item 2. Identity and Background.

(a)   The Reporting Person is Robert F.X. Sillerman.

(b)   The Reporting Person’s business address is 902 Broadway, 11th Floor, New York, NY 10010.

(c)   The Reporting Person is the Executive Chairman and Chief Executive Officer of the Company.  The Reporting Person is also the Executive Chairman and Chief Executive Officer of SFX Entertainment Inc., 430 Park Avenue, 6th Floor, New York, NY  10022.

(d)   During the past five years, the reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)   During the past five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction pursuant to which as a result of such proceeding the reporting Person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)   The Reporting Person is a citizen of the U.S.A.

Item 3. Source or Amount of Funds or Other Consideration.

Mr. Sillerman has used his personal funds to make purchases of the Company’s securities.

With respect to the Wetpaint/Viggle Shares (as defined below), reference is made to the disclosure set forth under Item 4 of this Schedule 13D, which disclosure is incorporated herein by reference.

Item 4. Purpose of the Transaction.

On December 16, 2013, Viggle Inc. (the “Company”), and Viggle Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with wetpaint.com, Inc., a Delaware corporation (“Wetpaint”), certain stockholders of Wetpaint (solely with respect to Articles 1, 5 and 6 and Subsection 11.1) and Shareholder Representative Services LLC, a Colorado limited liability company (solely in its capacity as the Stockholders’ Agent).

The Merger Agreement and the transactions contemplated thereby were approved by the board of directors of each of the Company, Merger Sub and Wetpaint. Within twenty four hours following the execution and delivery of the Merger Agreement, Wetpaint delivered to the Company and Merger Sub the irrevocable written consent (the “Written Consent”) of certain of the holders of Wetpaint common stock (the “Wetpaint Common Stock”) and Wetpaint preferred stock (the “Wetpaint Preferred Stock” and, collectively with the Wetpaint Common Stock, the “Wetpaint Capital Stock”) adopting and approving the Merger Agreement and the transactions contemplated thereby. Following receipt of the Written Consent, upon the terms set forth in the Merger Agreement, Merger Sub merged with and into Wetpaint (the “Merger”), with Wetpaint continuing as the surviving corporation and a wholly-owned subsidiary of the Company. The Merger is intended to qualify as a tax-free reorganization under Section 368(a) of the Internal Revenue Code of 1986, as amended.

In connection with the Merger, all outstanding shares of Wetpaint Capital Stock were converted into the right to receive an aggregate amount of cash and shares of the Company’s Common Stock (the “Stock Consideration”) payable as described below.  Following the effective time of the Merger, (i) $1,133,500 in cash (subject to certain adjustments for payment of certain transaction expenses by the Company and bonus and premium payments to certain Wetpaint employees and stockholders) and $18,016,667 in shares of the Company’s Common Stock (subject to certain adjustments as described below) have been or are in the process of being promptly delivered to the holders of Wetpaint Capital Stock in accordance with the allocation set forth in the Merger Agreement, and (ii) $3,750,000 in shares of the Company’s Common Stock (the “Escrow Shares”) were delivered to an escrow agent to satisfy potential indemnification claims.  On the earlier of a date within three business days following the date that the Company completes a public offering of its capital stock in which it raises at least $20,000,000 in net cash proceeds (a “Subsequent Offering”) and February 15, 2014, an aggregate amount of $3,366,500 in cash (subject to certain adjustments for changes in Wetpaint’s net working capital, payment of certain transaction expenses by the Company and bonus and premium payments to certain Wetpaint employees and stockholders) shall be delivered to the holders of Wetpaint Capital Stock in accordance with the allocation set forth in the Merger Agreement.

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CUSIP No. 92672V SCHEDULE 13D/A Page 4 of 6 Pages

Pursuant to the terms of the Merger Agreement, if the Company completes a Recapitalization (as defined in the Merger Agreement) on or prior to the earlier of the date that the Company completes a Subsequent Offering and December 31, 2015, the Stock Consideration shall be adjusted such that (i) if upon giving effect to such Recapitalization, the shares constituting the Stock Consideration (including the Escrow Shares) collectively represent less than 13.17% of the total outstanding shares of the Company’s Common Stock on a fully-diluted basis (subject to certain adjustments set forth in the Merger Agreement), the Company will issue to the Company’s stockholders that are former stockholders of Wetpaint (the “Wetpaint/Viggle Holders”) such additional number of shares of the Company’s Common Stock as is necessary such that the shares constituting the Stock Consideration (including the Escrow Shares), as so adjusted, represent 13.17% of the total outstanding shares of the Company’s Common Stock on a fully-diluted basis (subject to certain adjustments set forth in the Merger Agreement) as of such time, and (ii) if upon giving effect to such Recapitalization, the shares constituting the Stock Consideration (including the Escrow Shares) collectively represent greater than 17.55% of the total outstanding shares of the Company’s Common Stock on a fully-diluted basis (subject to certain adjustments set forth in the Merger Agreement), then the Company will cancel such number of shares of the Company’s Common Stock constituting the Stock Consideration (including the Escrow Shares) as is necessary such that the Stock Consideration (including the Escrow Shares), as so adjusted, collectively represent 17.55% of the total outstanding shares of the Company’s Common Stock on a fully-diluted basis (subject to certain adjustments set forth in the Merger Agreement) as of such time.

A copy of the Merger Agreement is filed as Exhibit 2.1 on the Company’s Current Report on Form 8-K filed with the SEC on December 16, 2013, and is incorporated herein by reference. The foregoing description of the Merger Agreement is qualified in its entirety by reference to the full text of the Merger Agreement filed with such Current Report on Form 8-K.

Pursuant to the Merger Agreement, the Company entered into a nomination agreement, effective at the closing of the Merger, with certain Wetpaint/Viggle Holders (the “Nomination Agreement”), pursuant to which the Wetpaint/Viggle Holders party thereto were granted certain rights with respect to nominating a member of the board of directors of the Company or selecting a representative to attend all meetings of the board of directors of the Company in a nonvoting observer capacity.

Also pursuant to the Merger Agreement, certain Wetpaint/Viggle Holders entered into a stockholders agreement, effective at the closing of the Merger, with the Reporting Person and the Company (the “Stockholders Agreement”).  Pursuant to the terms of the Stockholders Agreement, those Wetpaint/Viggle Holders  appointed Mr. Sillerman as their proxy and granted him a power of attorney to vote their respective shares of the Company’s Common Stock and any other Company securities in his sole discretion.  That proxy will expire on the first to occur of the Company’s completion of a Recapitalization (as defined in the Merger Agreement) and December 31, 2015.

Additionally, the Stockholders Agreement granted certain Wetpaint/Viggle Holders  “pre-emptive” rights to purchase a pro rata portion of any equity securities or convertible securities that the Company sells for the purposes of raising new capital (subject to certain exceptions set forth in the Stockholders Agreement) during the period that the proxy is in effect. 

As a result of the proxy granted pursuant to the Stockholders Agreement, the Reporting Person has the sole power to vote the shares of the Wetpaint/Viggle Holders with respect to any proposal submitted for the approval of the Company’s stockholders.  The following Wetpaint/Viggle Holders (along with their representative with regard to the Escrow Shares) signed the Stockholders Agreement, and have thus granted the proxy described above over such number and percentage of the Company’s Common Stock as set forth next to their respective names below:

Accel IX L.P. – 6,670,199 shares or 5.7% of the Company’s Common Stock

Accel IX Strategic Partners L.P. – 710,009 shares or 0.6% of the Company’s Common Stock

Accel Investors 2007 L.L.C. – 715,675 shares or 0.6% of the Company’s Common Stock

Trinity Ventures VIII, L.P. – 5,644,605 shares or 4.8% of the Company’s Common Stock

Trinity VIII Side-by-Side Fund, L.P. – 331,849 shares or 0.3% of the Company’s Common Stock

Trinity VIII Entrepreneurs’ Fund, L.P. – 103,972 shares or 0.1% of the Company’s Common Stock

Frazier Technology Ventures II, LP – 6,080,427 shares or 5.2% of the Company’s Common Stock

DAG Ventures III-QP, L.P.  – 9,043,693 shares or 7.7% of the Company’s Common Stock

DAG Ventures III, L.P. – 850,689 shares or 0.7% of the Company’s Common Stock

DAG Ventures GP Fund III, LLC – 8,912 shares or less than 0.1%% of the Company’s Common Stock

DAG Ventures III-A, LLC – 900,303 shares or 0.8% of the Company’s Common Stock

Shareholder Representative Services LLC – 7,455,268 shares or 6.3% of the Company’s Common Stock

Shareholder Representative Services LLC serves as a representative of the Wetpaint/Viggle Holders for the Escrow Shares, and thus has no pecuniary interest in the shares it holds.  In addition, the Company is in the process of distributing documents to the remainder of the Wetpaint/Viggle Holders instructing them on how to exchange their Wetpaint shares for the Company’s shares.  In accordance with the terms of the Merger Agreement, it is a condition of their receipt of the Stock Consideration that they shall have entered into the Stockholders Agreement.  Accordingly, when all Wetpaint/Viggle Holders have exchanged their shares, it is anticipated that 49,701,789 shares will have been issued, and the Wetpaint/Viggle Holders will all have granted the proxy set forth in the Stockholders Agreement.  Accordingly, for purposes of this Schedule 13D, the reporting Person has claimed the power to vote all 49,701,789 (the “Wetpaint/Viggle Shares”) of such shares.

Pursuant to the Merger Agreement, Viggle also entered into a registration rights agreement, effective at the closing of the Merger, with certain Wetpaint/Viggle Holders, pursuant to which the Company granted piggy-back registration rights to the Wetpaint/Viggle Holders party thereto for a specified period following the date that is six months following the date on which the Company completes a Subsequent Offering.

Also pursuant to the Merger Agreement, the Company entered into a “lockup agreement,” effective at the closing of the Merger, with certain Wetpaint/Viggle Holders (the “Lockup Agreement”), pursuant to which the Wetpaint/Viggle Holders party thereto are prohibited from selling shares of the Company’s Common Stock until the date that is six months following the date on which the Company completes a Subsequent Offering.

The Reporting Person intends to enter into discussions with the Company regarding the Recapitalization.

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CUSIP No. 92672V SCHEDULE 13D/A Page 5 of 6 Pages

Item 5. Interest in Securities of the Issuer.

The Reporting Person beneficially owns 162,308,702 shares of the Company’s Common Stock, including the following:

(i)   The Reporting Person directly owns 18,230,455 shares of the Company’s Common Stock, including the following:

a.   5,730,455 shares of Common Stock,

b.   options to purchase 2,500,000 shares of the Company’s Common Stock, which options were granted on April 4, 2013 pursuant to an amendment to the Reporting Person’s employment agreement with the Company, and

c.   warrants to purchase 10,000,000 shares of the Company’s Common Stock, which warrants were issued in connection with the reporting Person’s guarantee of the Company’s obligations under the Company’s term loan agreement with Deutsche Bank Trust Company Americas.

(ii)   The Reporting Person also indirectly owns, or has the right to vote, 136,078,247 shares of the Company’s Common Stock, including the following:

a.   43,657,545 shares of the Company’s Common Stock owned by Sillerman Investment Company, LLC (“SIC”),

b.   Warrants to purchase 5,000,000 shares of the Company’s Common Stock owned by Sillerman Investment Company II, LLC (“SIC II”),

c.   14,045,000 shares of stock issuable upon the exercise of warrants held by SIC II, which are exercisable at $1.00 per share, and which were issued in connection with the Company’s draws under the amended and restated line of credit to the Company entered into on March 11, 2013 by the Company and SIC II (the “New $25,000,000 Line of Credit”),

d.   28,973,913 shares of the Company’s Common Stock issuable upon conversion of 33,320 shares of the Company’s Series A Convertible Preferred Stock that are held by SIC,

e.   2,700,000 shares of the Company’s Common Stock owned of record by Laura Baudo Sillerman, the Reporting Person’s spouse, and

f.   49,701,789 shares constituting the Wetpaint/Viggle Shares.

For purposes of Item 7 of the cover page of this Schedule 13D, the Reporting Person has included all of the above shares, other than the 2,700,000 shares held by Laura Baudo Sillerman, the Reporting Person’s spouse.  The additional 2,700,000 shares are included in Items 8 and 11 of the cover page of this Schedule 13D.  The Reporting Person has the power to vote, but not to dispose of, the Wetpaint/Viggle Shares. The Company’s most recent Quarterly Report on Form 10-Q reported that the Company had 75,002,298 shares of its Common Stock outstanding. Of the amounts set forth above, the 2,500,000 shares described in Section (i)(b), the 10,000,000 shares described in Section (i)(c), the 5,000,000 shares described in Section (ii)(b), the 14,045,000 shares described in Section (ii)(c), the 28,973,913 shares described in Section (ii)(d) and the 49,701,789 shares described in Section (ii)(f) above were not yet outstanding as of the date of the most recent Quarterly Report on Form 10-Q.   Therefore, the Reporting Person has assumed that those shares are outstanding for calculating his percentage of Common Stock of the Company that he beneficially owns.As a result, the 162,308,702 shares owned by the Reporting Person and set forth above represent 87.6% of the Company’s Common Stock. Although an unaffiliated party owns a minority interest in SIC, because the Reporting Person owns and controls a majority of SIC, the Reporting Person has classified those shares in the sole voting and dispositive power categories. 

In addition, the Reporting Person also owns 21,364.2 shares of the Company’s Series B Convertible Preferred Stock.  Of those shares, SIC holds 20,083.2 shares of the Series B Convertible Preferred Stock and the Reporting Person holds 1,281 shares of the Series B Convertible Preferred Stock.  Because the shares of Series B Convertible Preferred Stock are only convertible upon the occurrence of certain triggers that have not yet ocurred, they have not been included in the Reporting Person’s percentage of ownership set forth above, as they are not convertible by the Reporting Person into shares of the Company’s Common Stock within the next 60 days.  However, if the shares of Series B Preferred Stock were convertible as of the date of this filing, they would be convertible into 18,577,565 shares of the Company’s Common Stock.  If all such shares were converted, then the Reporting Person would beneficially own 88.8% of the Company’s Common Stock.

The Reporting Person has the sole power to vote, but no power to dispose of, the Wetpaint/Viggle Shares.  The Wetpaint/Viggle Holders have no power to vote, but sole power to dispose of, their respective Wetpaint/Viggle Shares (subject to the terms of the Lockup Agreement, in the case of the Wetpaint/Viggle Holders party thereto, and to restrictions currently in effect on the Escrow Shares).

With respect to the Wetpaint/Viggle Shares, reference is made to the disclosure set forth under Item 4 of this Schedule 13D, which disclosure is incorporated herein by reference.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

The Reporting Person is the owner of Sillerman Investment Company, LLC (subject to the minority interest of an unaffiliated third party) and Sillerman Investment Company II, LLC and thus controls the shares held by such entities.

With respect to the Wetpaint/Viggle Shares, reference is made to the disclosure set forth under Item 4 of this Schedule 13D, which disclosure is incorporated herein by reference.

Item 7. Material to be filed as Exhibits.

Reference is made to the Stockholders Agreement and the Nomination Agreement, copies of which are filed herewith.

A copy of the Merger Agreement is filed as Exhibit 2.1 on the Company’s Current Report on Form 8-K filed with the SEC on December 16, 2013, and is incorporated herein by reference.

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CUSIP No. 92672V SCHEDULE 13D/A Page 6 of 6 Pages

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	VIGGLE INC.
December 23, 2013	By:	/s/ Robert F.X. Sillerman
		Executive Chairman and Chief Executive Officer

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EX-1.1

Exhibit 1.1

STOCKHOLDERS AGREEMENT

This Stockholders Agreement, dated as of December 16, 2013, together with the schedules attached hereto (this “Agreement”), is made by and among Viggle Inc., a Delaware corporation (the “Company”) and the Persons listed on Schedule I attached hereto (each, a “Stockholder” and collectively the “Stockholders”) and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the Stockholders’ Agent on behalf of the Eligible Stockholders pursuant to the Merger Agreement (as defined below).

WHEREAS the Company and wetpaint.com, Inc., a Delaware corporation (“Wetpaint”), entered into an Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), pursuant to which Viggle Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Merger Sub”), merged with and into Wetpaint, with Wetpaint continuing as the surviving entity (the “Merger”);

WHEREAS, Article II, Section A of the Amended and Restated Bylaws of the Company (the “Bylaws”) provides that the number of directors that shall constitute the Board of Directors of the Company (the “Board”) shall be fixed by the Board, but shall not be less than three (3) or more than ten (10);

WHEREAS, Article II, Section J of the Bylaws provides that any vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of directors then in office; and

WHEREAS, in connection with the execution of the Merger Agreement and the consummation of the transactions contemplated thereby, the Company and Stockholders agreed to execute and deliver this Agreement as of the date hereof.

NOW, THEREFORE, in consideration of the foregoing and the agreements contained in this Agreement and the Merger Agreement, and intending to be legally bound by this Agreement, the Company and the Stockholders agree as follows:

1.Definitions.  Capitalized terms used and not otherwise defined in this Agreement shall have the meanings given such terms in the Merger Agreement.  As used in this Agreement, the following terms shall have the respective meanings set forth in this Section 1:

“Capital Stock” means (a) shares of Common Stock and Preferred Stock (whether now outstanding or hereafter issued in any context), (b) shares of Common Stock issued or issuable upon conversion of Preferred Stock and (c) shares of Common Stock issued or issuable upon exercise or conversion, as applicable, of stock options, warrants or other convertible securities of the Company, in each case now owned or subsequently acquired by any Stockholder, or their respective successors or permitted transferees or assigns. For purposes of the number of shares of Capital Stock held by a Stockholder (or any other calculation based thereon), all shares of Preferred Stock shall be deemed to have been converted into Common Stock at the then-applicable conversion ratio.

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“Certificate of Incorporation” means the Certificate of Incorporation of the Company, as amended.

“Common Stock” means shares of common stock, par value $0.001 per share, of the Company.

“Convertible Securities” means any evidences of indebtedness, shares or other securities directly or indirectly convertible into or exchangeable for Common Stock, including without limitation the Company’s Series A Convertible Preferred Stock and Series B Convertible Preferred Stock, but excluding Options.

“Exempted Securities” means: (i) shares of Common Stock issued upon the conversion or exchange of Convertible Securities, (ii) shares of Common Stock or Convertible Securities actually issued upon the exercise of Options or shares of Common Stock actually issued upon the conversion or exchange of Convertible Securities; (iii) shares of Common Stock, Options or Convertible Securities issued in connection with the acquisition of another corporation by the Company by merger, purchase of substantially all of the assets or other reorganization or in connection with a joint venture agreement, (iv) shares issued in a Subsequent Public Offering and (v) shares of Common Stock or Options to acquire Common Stock issued in connection with any Company employee incentive plan.

“Independent Director” shall have the meaning specified in Rule 4200(a)(15) of the NASDAQ Marketplace Rules, as may be amended from time to time.

“Majority Wetpaint Holders” means those Wetpaint Holders owning a majority of the aggregate shares of Voting Securities owned beneficially and of record by all Wetpaint Holders.

“Nomination Agreement” means that Nomination Agreement, dated as of the date hereof, by and among the Company and the Wetpaint Holders.

“Option” means rights, options or warrants to subscribe for, purchase or otherwise acquire Common Stock or Convertible Securities.

“Participant” means a Participant (as such term is defined in the Company’s Restricted Stock Unit Grant Agreements or the Company’s Stock Option Grant Agreement issued in connection with the Merger) following his, her or its execution and delivery of the Adoption Agreement attached to this Agreement as Exhibit A.

“Preferred Stock” means any shares of preferred, par value $0.001, per share of the Company that may be issued by the Company pursuant to the Certificate of Incorporation.

“Wetpaint Holders”  means Accel IX L.P., Accel IX Strategic Partners L.P., Accel Investors 2007 L.L.C., Trinity Ventures VIII, L.P., Trinity VIII Side-By-Side Fund, L.P., Trinity VIII Entrepreneurs’ Fund, L.P., Frazier Technology Ventures II, LP, DAG Ventures III-QP, L.P., DAG Ventures III, L.P., DAG Ventures GP Fund III, LLC and  DAG Ventures III-A, LLC.

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“Wetpaint Party” means a Participant or a Wetpaint Holder.

2.Governance Matters.

2.1Appointment of Director.  Following the Effective Time, upon the request of a Majority Wetpaint Holders, the Company and the Stockholders shall take all action necessary and appropriate to cause the Board to appoint the designee of a Majority Wetpaint Holders to the Board until the first annual or special meeting of stockholders of the Company at which directors of the Company are to be elected immediately following the Effective Time, or until his or her earlier death, resignation or removal.

2.2On-Going Board Composition.  Subject to compliance with any federal or state securities laws and, in the event the Company’s securities are listed on a national securities exchange, the listing requirements of such national securities exchange, the Company and Stockholders agree that:

(a)For as long as the Wetpaint Holders, in the aggregate, own beneficially and of record at least fifty percent (50%) of the shares of Parent Common Stock they actually received in connection with the Merger (as adjusted for stock splits, dividends, combinations, recapitalizations and the like), in connection with any proposal submitted for Company stockholder approval (at any annual or special meeting called, or in connection with any other action (including the execution of written consents)) related to the election or removal of directors of the Board, each of the Stockholders will cause all of his, her or its respective shares of Capital Stock that are entitled to vote, whether now owned or hereafter acquired (collectively, “Voting Securities”), to be present in person or represented by proxy at all meetings of stockholders of the Company, so that all such shares shall be counted as present for determining the presence of a quorum at such meetings, and vote all of his, her or its Voting Securities and take such other actions as are necessary or appropriate to elect or cause the election of the person nominated by the Wetpaint Holders pursuant to the Nomination Agreement (the “Wetpaint Director”).

(b)Subject to Sections 2.2(a) above and Section 2.2(c) below, each Stockholder shall have the right, in his, her or its sole discretion, to vote all of his, her or its Voting Securities to elect any other director to the Board nominated by either (i) the Company’s Nominating and Corporate Governance Committee or (ii) any holder of Common Stock, in each case, in accordance with the Bylaws.

(c)The Company and the Stockholders shall, and the Company shall cause each of its officers, directors and employees to, do all lawful things necessary and advisable to ensure that a majority of the Board will consist of Independent Directors.

(d)If the Wetpaint Director shall no longer be able to serve as a director for any reason whatsoever, the Wetpaint Holders shall have the right (and the Company shall do all lawful things necessary and advisable) to cause the Board to fill such vacancy with an individual nominated by the Majority Wetpaint Holders; provided that such nomination complies with Sections 2.2(c) above.  If such inability to serve occurs at the end of the Wetpaint Director’s term, the Majority Wetpaint Holders shall provide the notice to the Company for a new director nominee as provided in the Bylaws.  If such inability to serve occurs prior to the end of such Wetpaint Director’s term, the Majority Wetpaint Holders shall promptly inform the Company of any replacement director and the Company shall cause the Board to appoint such replacement director to the Board to fill the unexpired term of the Wetpaint Director being replaced.

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(e)The Company and the Stockholders shall take or cause to be taken all lawful actions necessary to ensure at all times that the Certificate of Incorporation and Bylaws are not, at any time, inconsistent with the provisions of this Agreement.

2.3Removal; Vacancies.  Each Stockholder agrees to vote all of his, her or its Voting Securities for the removal, with or without cause, of the Wetpaint Director director upon the request of a Majority Wetpaint Holders, and for the election to the Board of a substitute (in the event of a vacancy occurring for any reason, including, but not limited to, the death, disability, retirement, resignation or removal of such director) designated by such Majority Wetpaint Holders in accordance with such provisions.  Each Stockholder further agrees not to vote any of his, her or its Voting Securities for the removal of any director elected to the Board pursuant to Sections 2.2(a) above except as set forth in this Section 2.3.

3.Voting.  For as long as any of the Stockholders and Participants own beneficially and of record any shares of Capital Stock, each of the Stockholders and Participants, with respect to his, her or its respective Voting Securities, and the Stockholders’ Agent, with respect to all of the Voting Securities comprising the Escrow Amount, hereby constitute and appoint as his, her or its proxy and hereby grants a power of attorney to Robert F.X. Sillerman (“Sillerman”) with full power of substitution, with respect to any proposal submitted for Company stockholder approval (at any annual or special meeting called, or in connection with any other action (including the execution of written consents)), and, subject to Section 2.2(a), hereby authorizes Sillerman to represent and vote all of such Voting Securities in his sole discretion.  Each of the proxy and power of attorney granted pursuant to the immediately preceding sentence is given in consideration of the agreements and covenants of the Company, the Stockholders, Participants and the Stockholders’ Agent in connection with the transactions contemplated by this Agreement and the Merger Agreement and, as such, each is coupled with an interest and shall be irrevocable unless and until this Agreement terminates or expires pursuant to Section 8.  Each Stockholder and Participant hereby revokes any and all previous proxies or powers of attorney with respect to such Stockholder’s and Participant’s Voting Securities and shall not hereafter, unless and until this Agreement terminates or expires pursuant to Section 8 below, purport to grant any other proxy or power of attorney with respect to any of such Stockholder’s or Participant’s Voting Securities, deposit any shares of Capital Stock into a voting trust or enter into any agreement (other than this Agreement), arrangement or understanding with any person, directly or indirectly, to vote, grant any proxy or give instructions with respect to the voting of any of the Voting Securities, in each case, with respect to any of the matters set forth herein.  The provisions of this Section 3 shall terminate on the first to occur of: (a) a Recapitalization, (b) the termination of this Agreement pursuant to Section 8 below, or (c) December 31, 2015.  The Stockholders and Participants acknowledge and agree that Sillerman has an obligation to file various reports with the Securities and Exchange Commission , including without limitation, a Schedule 13D.  By virtue of the Nominating Agreement and this Stockholders Agreement, Sillerman will need to include certain information about the holdings of the Stockholders and Participants in such reports.  Accordingly, each Stockholder and Participant agrees that it shall  cooperate with Mr. Sillerman by timely providing information about their holdings and other relevant information to Sillerman on a timely basis in order to allow for appropriate filings.

4.No Liability for Election of Recommended Directors. No Stockholder, nor any Affiliate of any Stockholder, shall have any liability as a result of designating a person for election as a director for any act or omission by such designated person in his or her capacity as a director of the Company, nor shall any Stockholder have any liability as a result of voting for any such designee in accordance with the provisions of this Agreement.

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5.Covenants of the Company.

5.1Right of First Offer.  Subject to the terms and conditions of this Section 5.1 and applicable securities laws, if the Company proposes to offer or sell any equity securities or debt securities convertible into equity securities for the purposes of raising new capital (“New Securities”), the Company shall offer such New Securities to each to the Wetpaint Parties in accordance with this Section 5.1.  Each Wetpaint Party shall be entitled to apportion the right of first offer hereby granted to it in such proportions as it deems appropriate, among itself and its Affiliates; providedthat each such Affiliate agrees to enter into this Agreement, the Lockup Agreement and the Nomination Agreement.

(a)The Company shall give notice (the “Offer Notice”) to each Wetpaint Party, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities.

(b)By notification to the Company within thirty (30) days after the Offer Notice is given, each Wetpaint Party may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock then held by such Wetpaint Party (including all shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of any derivative securities then held by such Wetpaint Party) bears to Common Stock then held by all holders of Capital Stock (including all shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of any derivative securities then held by holders of Capital Stock) The closing of any sale pursuant to this Section 5.1(b) shall occur within thirty (30) days of the date that the Offer Notice is given.

(c)Notwithstanding any provision hereof to the contrary, in lieu of complying with the provisions of this Section 5.1, the Company may elect to give notice to the Wetpaint Parties within thirty (30) days after the issuance of New Securities.  Such notice shall describe the type, price, and terms of the New Securities.  Each Wetpaint Party shall have thirty (30) days from the date notice is given to elect to purchase up to the number of New Securities that would, if purchased by such Wetpaint Party, maintain such Wetpaint Party’s percentage-ownership position, calculated as set forth in Section 5.1(b) before giving effect to the issuance of such New Securities.

(d)The right of first offer in this Section 5.1 shall not be applicable to Exempted Securities.

(e)The provisions of this Section 5.1 shall terminate on the first to occur of the time immediately prior to a Recapitalization or December 31, 2015.

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5.2Other Covenants.  For as long as the Wetpaint Holders, in the aggregate, own beneficially and of record at least fifty percent (50%) of the shares of Parent Common Stock they actually received in connection with the Merger (as adjusted for stock splits, dividends, combinations, recapitalizations and the like), the Company agrees to use its commercially reasonable efforts, within the requirements of applicable law, to ensure that the rights granted under this Agreement are effective and that the parties enjoy the benefits of this Agreement.  Such actions include, without limitation, the use of the Company’s commercially reasonable efforts to (i) cause the nomination and election of the Wetpaint Director as provided in this Agreement and (ii) to cause additional parties that, as of the date hereof, hold shares of Capital Stock to join this Agreement as Stockholders to the extent necessary to ensure that the all of the Stockholders hold a sufficient number of shares of Capital Stock to elect the Wetpaint Director pursuant to the terms of the Bylaws and Certificate of Incorporation; provided, that, in no event shall the Company be required to make any payments to any such parties to fulfill its obligations under this Section 5.

6.Legend.

6.1Share Certificate Legend.  For as long as the Wetpaint Holders, in the aggregate, own beneficially and of record at least fifty percent (50%) of the shares of Parent Common Stock they actually received in connection with the Merger (as adjusted for stock splits, dividends, combinations, recapitalizations and the like), (i) each certificate, instrument, or book entry representing any Voting Securities issued after the date hereof shall be notated by the Company with a legend reading substantially as follows:

“THE SHARES REPRESENTED HEREBY ARE SUBJECT TO A STOCKHOLDERS AGREEMENT, AS MAY BE AMENDED FROM TIME TO TIME, (A COPY OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST FROM THE COMPANY), AND BY ACCEPTING ANY INTEREST IN SUCH SHARES THE PERSON ACCEPTING SUCH INTEREST SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF THAT VOTING AGREEMENT, INCLUDING CERTAIN RESTRICTIONS ON TRANSFER AND OWNERSHIP SET FORTH THEREIN.”;

and (ii) the Company shall supply, free of charge, a copy of this Agreement to any holder of such Voting Securities upon written request from such holder to the Company at its principal office.  If the Wetpaint Holders, in the aggregate, no longer own beneficially and of record at least fifty percent (50%) of the shares of Parent Common Stock they actually received in connection with the Merger (as adjusted for stock splits, dividends, combinations, recapitalizations and the like), upon written request to the Company, the Company shall remove the legend required by this Subsection 6.1 from any certificate, instrument or book entry evidencing any Voting Securities. The parties to this Agreement do hereby agree that the failure to cause the certificates, instruments, or book entry evidencing the Shares to be notated with the legend required by this Subsection 6.1 herein and/or the failure of the Company to supply, free of charge, a copy of this Agreement as provided hereunder shall not affect the validity or enforcement of this Agreement.

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6.2Stock Splits, Stock Dividends, etc.  For as long as the Wetpaint Holders, in the aggregate, own beneficially and of record at least fifty percent (50%) of the shares of Parent Common Stock they actually received in connection with the Merger (as adjusted for stock splits, dividends, combinations, recapitalizations and the like), in the event of any issuance of Capital Stock hereafter to any of the Stockholders (including, without limitation, in connection with any stock split, stock dividend, recapitalization, reorganization, or the like), such Capital Stock shall become Voting Securities subject to this Agreement and shall be notated with the legend set forth in Subsection 6.1.

7.DGCL 218(c).  The Stockholders and the Company intend Section 2 and Section 3 above to constitute an enforceable voting agreement under Section 218(c) of the Delaware General Corporation Law.

8.Termination.  Other than the termination provisions applicable to particular Sections of this Agreement that are specifically provided elsewhere in this Agreement, this Agreement shall terminate (except for Section 9) (a) upon the mutual written agreement of the Company and the Stockholders or (b) at such time as the Wetpaint Holders or their Affiliates no longer beneficially own any shares of Capital Stock.

9.Miscellaneous.

9.1Governing Law.  This Agreement shall be construed in accordance with, and governed in all respects by, the internal laws of the State of Delaware (without giving effect to principles of conflicts of laws).

9.2Venue.  Any Legal Proceeding relating to this Agreement or the enforcement of any provision of this Agreement may be brought or otherwise commenced in any state or federal court located in the Borough of Manhattan in the State of New York.  Each party to this Agreement: (i) expressly and irrevocably consents and submits to the exclusive jurisdiction of each state and federal court located in the Borough of Manhattan in the State of New York (and each appellate court located in the State of New York) in connection with any such Legal Proceeding; (ii) agrees that each state and federal court located in the Borough of Manhattan in the State of New York shall be deemed to be a convenient forum; and (iii) agrees not to assert (by way of motion, as a defense or otherwise), in any such Legal Proceeding commenced in any state or federal court located in the Borough of Manhattan in the State of New York, any claim that such party is not subject personally to the jurisdiction of such court, that such Legal Proceeding has been brought in an inconvenient forum, that the venue of such proceeding is improper or that this Agreement or the subject matter of this Agreement may not be enforced in or by such court.

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9.3WAIVER OF JURY TRIAL.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

9.4Specific Performance.  The parties to this Agreement agree that irreparable damage would occur in the event that the provisions contained in this Agreement were not performed in accordance with its specific terms or were otherwise breached.  It is accordingly agreed that, in the event of any breach or threatened breach by any party to this Agreement of any covenant, obligation or other provision set forth in this Agreement, for the benefit of any other party to this Agreement: (a) such other party shall be entitled (in addition to any other remedy that may be available to it at law or in equity) to: (i) a decree or order of specific performance or mandamus to enforce the observance and performance of such covenant, obligation or other provision; and (ii) an injunction restraining such breach or threatened breach; and (b) such other party shall not be required to provide any bond or other security in connection with any such decree, order or injunction or in connection with any related action or Legal Proceeding.

9.5Successors and Assigns.  Except as otherwise provided in this Agreement, the provisions of this Agreement shall inure to the benefit of, and be enforceable by, the successors and assigns of the parties hereto.

9.6No Third-Party Beneficiaries.  Notwithstanding anything contained in this Agreement to the contrary, nothing in this Agreement, expressed or implied, is intended to confer on any Person other than the parties any rights, remedies, obligations or liabilities under or by reason of this Agreement, and no Person that is not a party to this Agreement (including any partner, member, stockholder, director, officer, employee or other beneficial owner of any party, in its own capacity as such or in bringing a derivative action on behalf of a party) shall have any standing as third-party beneficiary with respect to this Agreement or the transactions contemplated by this Agreement.

9.7Entire Agreement.  This Agreement constitutes constitute the entire understanding of the parties hereto relating to the subject matter hereof and supersedes all prior agreements and understandings among or between any of the parties relating to the subject matter hereof.

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9.8Notices.  Any notice or other communication required or permitted to be delivered to any party under this Agreement shall be in writing and shall be deemed properly delivered, given and received: (a) if delivered by hand, when delivered; (b) if sent via facsimile with confirmation of receipt, when transmitted and receipt is confirmed; (c) if sent by electronic mail, telegram, cablegram or other electronic transmission, with confirmation of delivery, upon confirmation of delivery; (d) if sent by registered, certified or first class mail, the third Business Day after being sent; and (e) if sent by overnight delivery via a national courier service, one Business Day after being sent, in each case to the address or facsimile telephone number set forth beneath the name of such party below (or to such other address or facsimile telephone number as such party shall have specified in a written notice given to the other parties hereto):

If to the Company, to:

Viggle Inc.

902 Broadway, 11th Floor

                                                New York, NY 10010

Attention: Robert F.X. Sillerman,

                 Chief Executive Officer

Facsimile: (646) 349-5988

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

Greenberg Traurig, LLP

MetLife Building

200 Park Avenue

New York, NY 10166

Attention: Dennis Block, Esq.

                   Margaret Butler, Esq.

Facsimile: (212) 805-5555

                  (212) 805-9284

If to any Stockholder, to the address specified in Schedule I.

Such addresses may be changed, from time to time, by means of a notice given in the manner provided in this Section 6.8.

9.9Delays or Omissions.  No delay or omission to exercise any right, power, or remedy accruing to any party under this Agreement shall impair any such right, power, or remedy of such party, nor shall it be construed to be a waiver of or acquiescence to any breach or default, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default.  All remedies, either under this Agreement or by law or otherwise afforded to any holder, shall be cumulative and not alternative.

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9.10Amendments and Waivers.  Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only if such amendment or waiver is in writing and signed, in the case of an amendment, by the Company, the Majority Wetpaint Holders, and the Stockholders owning a majority of the aggregate shares of Voting Securities owned beneficially and of record by all Stockholders, or, in the case of a waiver, by the party against whom the waiver is to be effective; provided the consent of the Stockholders (other than the Majority Wetpaint Holders) shall not be required for any amendment or waiver if such amendment or waiver either (A) is not directly applicable to the rights of the Stockholders hereunder; or (B) does not adversely affect the rights of the Stockholders in a manner that is different than the effect on the rights of the other parties hereto;.  Any amendment or waiver effected in accordance with this paragraph shall be binding upon each party hereto.

9.11Counterparts.  This Agreement may be executed in several counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute one agreement.  The exchange of a fully executed Agreement (in counterparts or otherwise) by electronic transmission in PDF format or by facsimile shall be sufficient to bind the parties to the terms and conditions of this Agreement.

9.12Severability.  In the event that any provision of this Agreement, or the application of any such provision to any Person or set of circumstances, shall be determined to be invalid, unlawful, void or unenforceable to any extent by any court of competent jurisdiction, the remainder of this Agreement, and the application of such provision to Persons or circumstances other than those as to which it is determined to be invalid, unlawful, void or unenforceable, shall not be impaired or otherwise affected and shall continue to be valid and enforceable to the fullest extent permitted by law and the parties shall use their commercially reasonable efforts to substitute a valid, legal and enforceable provision which, insofar as practicable, implements the original purposes and intents of this Agreement.

9.13Titles and Subtitles; Interpretation.  The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.  When a reference is made in this Agreement to a Section, such reference shall be to a Section of 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.”  The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such term.  Any agreement, instrument or statute defined or referred to in this Agreement means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes.  Each party hereto acknowledges that it and its attorney has reviewed this Agreement and agrees that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement.

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9.14Additional Parties.Notwithstanding anything to the contrary contained herein, if additional holders of Capital Stock become Stockholders under this Agreement pursuant to Subsection 5.2(ii), such holders may become a party by executing and delivering (i) the Adoption Agreement attached to this Agreement as Exhibit A, or (ii) a counterpart signature page hereto agreeing to be bound by and subject to the terms of this Agreement as a Stockholder hereunder.  In either event, each such person shall thereafter shall be deemed a Stockholder for all purposes under this Agreement.  The Stockholders shall cause their permitted transferees pursuant to Section 1(b) of the Lock-up Agreement to become Stockholders under this Agreement as a condition of any such transfer.

9.15Spousal Consent.  If any Stockholder who is a natural person and a resident of Arizona, California, Idaho, Louisiana, Nevada, New Mexico, Texas, Washington, Wisconsin or the Commonwealth of Puerto Rico (each, a “Community Property State”) is married on the date of this Agreement, such Stockholder’s spouse shall execute and deliver to the Company a consent of spouse in the form of Exhibit B hereto (“Consent of Spouse”), effective on the date hereof.  Notwithstanding the execution and delivery thereof, such consent shall not be deemed to confer or convey to the spouse any rights in such Stockholder’s Shares that do not otherwise exist by operation of law or the agreement of the parties.  If any individual Stockholder who is a resident of a Community Property State should marry or remarry subsequent to the date of this Agreement, such Stockholder shall within thirty (30) days thereafter obtain his/her new spouse’s acknowledgement of and consent to the existence and binding effect of all restrictions contained in this Agreement by causing such spouse to execute and deliver a Consent of Spouse acknowledging the restrictions and obligations contained in this Agreement and agreeing and consenting to the same.

[Signature pages to follow]

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

VIGGLE INC.
By:	/s/ Greg Consiglio
	Greg Consiglio
	President & COO

[Signatures continue on following page.]

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STOCKHOLDER:
By:	/s/ Robert F.X. Sillerman
	Robert F.X. Sillerman

 [Signatures continue on following page.]

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STOCKHOLDERS:
ACCEL IX L.P.
By:	Accel IX Associates L.L.C
Its General Partner
By:	Richard Zamboldi
Richard Zamboldi
Attorney in Fact

 

ACCEL IX STRATEGIC PARTNERS L.P.
By:	Accel IX Associates L.L.C
Its General Partner
By:	Richard Zamboldi
Richard Zamboldi
Attorney in Fact

 

ACCEL INVESTORS 2007 L.L.C.
By:	Richard Zamboldi
Richard Zamboldi
Attorney in Fact

[Signatures continue on following page.]

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STOCKHOLDERS:
TRINITY VENTURES VIII, L.P.,
A California Limited Partnership
By:	TRINITY TVL VIII, LLC,
a California limited liability company
By:	Augustus O. Tai
Augustus O. Tai
Member

 

TRINITY VIII SIDE-BY-SIDE FUND, L.P.,
A California Limited Partnership
By:	TRINITY TVL VIII, LLC,
a California limited liability company
By:	Augustus O. Tai
Augustus O. Tai
Member

 

TRINITY VIII ENTREPRENEURS’ FUND, L.P.,
A California Limited Partnership
By:	TRINITY TVL VIII, LLC,
a California limited liability company
By:	Augustus O. Tai
Augustus O. Tai
Member

[Signatures continue on following page.]

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STOCKHOLDERS:
DAG VENTURES III-QP, L.P.
By:	DAG Ventures Management III, LLC
Its General Partner
By:	John Cadeddu
John Cadeddu
Managing Director

 

DAG VENTURES III, L.P.
By:	DAG Ventures Management III, LLC
Its General Partner
By:	John Cadeddu
John Cadeddu
Managing Director

DAG VENTURES GP FUND III, LLC
By:	DAG Ventures Management III, LLC
Its General Partner
By:	John Cadeddu
John Cadeddu
Managing Director

DAG VENTURES III-A, LLC
By:	DAG Ventures Management III, LLC
Its General Partner
By:	John Cadeddu
John Cadeddu
Managing Director

[Signatures continue on following page.]

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STOCKHOLDERS:
FRAZIER TECHNOLOGY VENTURES II, LP
By:	FTVMII, LP, its general partner
	Frazier Technology Management, LLC, its general partner
Its General Partner
By:	Len Jordan
Len Jordan
Managing Member

[Signatures continue on following page.]

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

STOCKHOLDERS’ AGENT:
STOCKHOLDER REPRESENTATIVE SERVICES LLC,
solely in its capacity as Stockholders’ Agent
By:	Mark B. Vogel
Mark B. Vogel
Managing Director

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Schedule I

Stockholders

NAME                                                                                     ADDRESS                                           

Robert F.X. Sillerman	902 Broadway, 11th Floor New York, NY 10010
ACCEL IX L.P.	428 University Avenue Palo Alto, CA 94301
ACCEL IX STRATEGIC PARTNERS L.P.	428 University Avenue Palo Alto, CA 94301
ACCEL INVESTORS 2007 L.L.C.	428 University Avenue Palo Alto, CA 94301
TRINITY VENTURES VIII, L.P.	3000 Sand Hill Road Bldg. 4, Suite 160 Menlo Park, CA 94025
TRINITY VIII SIDE-BY-SIDE FUND, L.P.	3000 Sand Hill Road Bldg. 4, Suite 160 Menlo Park, CA 94025
TRINITY VIII ENTREPRENEURS’ FUND, L.P.	3000 Sand Hill Road Bldg. 4, Suite 160 Menlo Park, CA 94025
DAG VENTURES III-QP, L.P.	251 Lytton Avenue, Suite 200 Palo Alto, CA 94301
DAG VENTURES III, L.P.	251 Lytton Avenue, Suite 200 Palo Alto, CA 94301
DAG VENTURES GP FUND III, LLC	251 Lytton Avenue, Suite 200 Palo Alto, CA 94301
DAG VENTURES III-A, LLC	251 Lytton Avenue, Suite 200 Palo Alto, CA 94301
FRAZIER TECHNOLOGY VENTURES II, LP	601 Union Two Union Square Suite 3200 Seattle, WA 98101

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EXHIBIT A

ADOPTION AGREEMENT

This Adoption Agreement (“Adoption Agreement”) is executed on ___________________, 20__, by the undersigned (the “Holder”) pursuant to the terms of that certain Stockholders Agreement dated as of December __, 2013 (the “Agreement”), by and among the Company and certain of its Stockholders, as such Agreement may be amended or amended and restated hereafter.  Capitalized terms used but not defined in this Adoption Agreement shall have the respective meanings ascribed to such terms in the Agreement.  By the execution of this Adoption Agreement, the Holder agrees as follows.

1.           Acknowledgement.  Holder acknowledges that Holder holds Voting Securities and Holder shall be considered a Stockholder for all purposes of the Agreement.

2           Agreement.  Holder hereby (a) agrees that the Capital Stock, and any other shares of capital stock or securities required by the Agreement to be bound thereby, shall be bound by and subject to the terms of the Agreement and (b) adopts the Agreement with the same force and effect as if Holder were originally a party thereto.

3           Notice.  Any notice required or permitted by the Agreement shall be given to Holder at the address or facsimile number listed below Holder’s signature hereto.

HOLDER: _________________________________________	ACCEPTED AND AGREED:
By: ______________________________________________	VIGGLE INC.
Name and Title of Signatory
Address: __________________________________________	By: ________________________________________
_________________________________________________	Title: _______________________________________
Facsimile Number: ___________________________________

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EXHIBIT B

CONSENT OF SPOUSE

I, ____________________, spouse of ______________, acknowledge that I have read the Stockholders Agreement, dated as of December __, 2013, to which this Consent is attached as Exhibit B (the “Agreement”), and that I know the contents of the Agreement.  I am aware that the Agreement contains provisions regarding the voting of shares of capital stock of the Company that my spouse may own, including any interest I might have therein.

I hereby agree that my interest, if any, in any shares of capital stock of the Company subject to the Agreement shall be irrevocably bound by the Agreement and further understand and agree that any community property interest I may have in such shares of Capital Stock shall be similarly bound by the Agreement.

I am aware that the legal, financial and related matters contained in the Agreement are complex and that I am free to seek independent professional guidance or counsel with respect to this Consent.  I have either sought such guidance or counsel or determined after reviewing the Agreement carefully that I will waive such right.

Dated:	_____________________________________________
	Signature

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EX-1.2

Exhibit 1.2

NOMINATION AGREEMENT

This Nomination Agreement, dated as of December 16, 2013 (this “Agreement”), is made by and among Viggle Inc., a Delaware corporation (the “Company”) and the undersigned stockholders of the Company (each, a “Stockholder” and collectively the “Stockholders”).

WHEREAS the Company and Wetpaint.com, Inc. a Delaware corporation (“Wetpaint”), entered into an Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), pursuant to which Viggle Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Merger Sub”) merged with and into Wetpaint, with Wetpaint continuing as the surviving entity (the “Merger”); and

WHEREAS, it is a condition to the closing of the Merger that the Company and Stockholders execute and deliver this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the agreements contained in this Agreement and the Merger Agreement, and intending to be legally bound by this Agreement, the Company and the Stockholders agree as follows:

1.Definitions.   Capitalized terms used and not otherwise defined in this Agreement shall have the meanings given such terms in the Merger Agreement.  As used in this Agreement, the following terms shall have the respective meanings set forth in this Section 1:

“Bylaws” means the Amended and Restated Bylaws of the Company.

“Capital Stock” means (a) shares of Common Stock and Preferred Stock (whether now outstanding or hereafter issued in any context), (b) shares of Common Stock issued or issuable upon conversion of Preferred Stock and (c) shares of Common Stock issued or issuable upon exercise or conversion, as applicable, of stock options, warrants or other convertible securities of the Company, in each case now owned or subsequently acquired by any Stockholder, or their respective successors or permitted transferees or assigns. For purposes of the number of shares of Capital Stock held by a Stockholder (or any other calculation based thereon), all shares of Preferred Stock shall be deemed to have been converted into Common Stock at the then-applicable conversion ratio.

“Certificate of Incorporation” means the Certificate of Incorporation of the Company, as amended.

“Common Stock” means shares of common stock, par value $0.001 per share, of the Company.

“Majority Stockholders” means those Stockholders owning a majority of the aggregate shares of Capital Stock owned beneficially and of record by all Stockholders.

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“Preferred Stock” means any shares of preferred, par value $0.001, per share of the Company that may be issued by the Company pursuant to the Certificate of Incorporation.

2.Board and Nomination Matters.  For as long as the Stockholders, in the aggregate, own beneficially and of record at least fifty percent (50%) of the shares they actually received in connection with the Merger (as adjusted for stock splits, dividends, combinations, recapitalizations and the like), and subject to compliance with any federal or state securities laws (and, in the event the Company’s securities are listed on a national securities exchange, the listing requirements of such national securities exchange), upon the request of the Majority Stockholders, the Company shall nominate one (1) individual designated by the Majority Stockholders for election to the Board of Directors of the Company (the “Board”, and such individual, a “Board Nominee”) in each of the Company’s proxy statements for its annual meetings of stockholders; provided, that, such individual shall not be an employee of the Company or Wetpaint at the time of such nomination.  Immediately following the appointment to the Board of an individual designated pursuant to this Section 2, the Company shall (i) add such designee as a covered party under the Company’s current director and officer insurance policy, and (ii) deliver to such designee an indemnification agreement, duly executed by the Company and in the same form entered into by the Company with each of the Company’s other directors.  The Company shall take or cause to be taken all lawful actions necessary to ensure at all times that its Certificate of Incorporation and Bylaws are not, at any time, inconsistent with the provisions of this Agreement.

3.Observer Rights.  For as long as (i) the Stockholders, in the aggregate, own beneficially and of record at least fifty percent (50%) of the shares they actually received in connection with the Merger (as adjusted for stock splits, dividends, combinations, recapitalizations and the like) and (ii) a Board Nominee is not a member of the Board, the Company shall invite a representative designated by the Majority Stockholders (provided, that, such individual shall not be an employee of the Company or Wetpaint at the time of such nomination) to attend all meetings of its Board of Directors in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that such representative shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided; and provided further, that the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or result in disclosure of trade secrets or a conflict of interest.

4.Miscellaneous.

4.1Governing Law.  This Agreement shall be construed in accordance with, and governed in all respects by, the internal laws of the State of Delaware (without giving effect to principles of conflicts of laws).

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4.2Venue.  Any Legal Proceeding relating to this Agreement or the enforcement of any provision of this Agreement may be brought or otherwise commenced in any state or federal court located in the Borough of Manhattan in the State of New York.  Each party to this Agreement: (i) expressly and irrevocably consents and submits to the exclusive jurisdiction of each state and federal court located in the Borough of Manhattan in the State of New York (and each appellate court located in the State of New York) in connection with any such Legal Proceeding; (ii) agrees that each state and federal court located in the Borough of Manhattan in the State of New York shall be deemed to be a convenient forum; and (iii) agrees not to assert (by way of motion, as a defense or otherwise), in any such Legal Proceeding commenced in any state or federal court located in the Borough of Manhattan in the State of New York, any claim that such party is not subject personally to the jurisdiction of such court, that such Legal Proceeding has been brought in an inconvenient forum, that the venue of such proceeding is improper or that this Agreement or the subject matter of this Agreement may not be enforced in or by such court.

4.3WAIVER OF JURY TRIAL.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

4.4Specific Performance.  The parties to this Agreement agree that irreparable damage would occur in the event that the provisions contained in this Agreement were not performed in accordance with its specific terms or were otherwise breached.  It is accordingly agreed that, in the event of any breach or threatened breach by any party to this Agreement of any covenant, obligation or other provision set forth in this Agreement, for the benefit of any other party to this Agreement: (a) such other party shall be entitled (in addition to any other remedy that may be available to it at law or in equity) to: (i) a decree or order of specific performance or mandamus to enforce the observance and performance of such covenant, obligation or other provision; and (ii) an injunction restraining such breach or threatened breach; and (b) such other party shall not be required to provide any bond or other security in connection with any such decree, order or injunction or in connection with any related action or Legal Proceeding.

4.5Successors and Assigns.  Except as otherwise provided in this Agreement, the provisions of this Agreement shall inure to the benefit of, and be enforceable by, the successors and assigns of the parties hereto.

4.6No Third-Party Beneficiaries.  Notwithstanding anything contained in this Agreement to the contrary, nothing in this Agreement, expressed or implied, is intended to confer on any Person other than the parties any rights, remedies, obligations or liabilities under or by reason of this Agreement, and no Person that is not a party to this Agreement (including any partner, member, stockholder, director, officer, employee or other beneficial owner of any party, in its own capacity as such or in bringing a derivative action on behalf of a party) shall have any standing as third-party beneficiary with respect to this Agreement or the transactions contemplated by this Agreement.

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4.7Entire Agreement.  This Agreement constitutes constitute the entire understanding of the parties hereto relating to the subject matter hereof and supersedes all prior agreements and understandings among or between any of the parties relating to the subject matter hereof.

4.8Notices.  Any notice or other communication required or permitted to be delivered to any party under this Agreement shall be in writing and shall be deemed properly delivered, given and received: (a) if delivered by hand, when delivered; (b) if sent via facsimile with confirmation of receipt, when transmitted and receipt is confirmed; (c) if sent by electronic mail, telegram, cablegram or other electronic transmission, with confirmation of delivery, upon confirmation of delivery; (d) if sent by registered, certified or first class mail, the third Business Day after being sent; and (e) if sent by overnight delivery via a national courier service, one Business Day after being sent, in each case to the address or facsimile telephone number set forth beneath the name of such party below (or to such other address or facsimile telephone number as such party shall have specified in a written notice given to the other parties hereto):

If to the Company, to:

Viggle Inc.

902 Broadway, 11th Floor

                                                New York, NY 10010

Attention: Robert F.X. Sillerman,

                 Chief Executive Officer

Facsimile: (646) 349-5988

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

Greenberg Traurig, LLP

MetLife Building

200 Park Avenue

New York, NY 10166

Attention:   Dennis Block, Esq.

                     Margaret Butler, Esq.

Facsimile:   (212) 805-5555

                    (212) 805-9284

If to a Stockholder, to the address set forth in the Registration Rights Agreement.

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Such addresses may be changed, from time to time, by means of a notice given in the manner provided in this Section 4.8.

4.9Delays or Omissions.  No delay or omission to exercise any right, power, or remedy accruing to any party under this Agreement shall impair any such right, power, or remedy of such party, nor shall it be construed to be a waiver of or acquiescence to any breach or default, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default.  All remedies, either under this Agreement or by law or otherwise afforded to any holder, shall be cumulative and not alternative.

4.10Amendments and Waivers.  Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only if such amendment or waiver is in writing and signed, in the case of an amendment, by the Company and the Majority Stockholders, or, in the case of a waiver, by the party against whom the waiver is to be effective.  Any amendment or waiver effected in accordance with this paragraph shall be binding upon each party hereto.

4.11Counterparts.  This Agreement may be executed in several counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute one agreement.  The exchange of a fully executed Agreement (in counterparts or otherwise) by electronic transmission in PDF format or by facsimile shall be sufficient to bind the parties to the terms and conditions of this Agreement.

4.12Severability.  In the event that any provision of this Agreement, or the application of any such provision to any Person or set of circumstances, shall be determined to be invalid, unlawful, void or unenforceable to any extent by any court of competent jurisdiction, the remainder of this Agreement, and the application of such provision to Persons or circumstances other than those as to which it is determined to be invalid, unlawful, void or unenforceable, shall not be impaired or otherwise affected and shall continue to be valid and enforceable to the fullest extent permitted by law and the parties shall use their commercially reasonable efforts to substitute a valid, legal and enforceable provision which, insofar as practicable, implements the original purposes and intents of this Agreement.

4.13Titles and Subtitles; Interpretation.  The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.  When a reference is made in this Agreement to a Section, such reference shall be to a Section of 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.”  The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such term.  Any agreement, instrument or statute defined or referred to in this Agreement means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes.  Each party hereto acknowledges that it and its attorney has reviewed this Agreement and agrees that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement.

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

VIGGLE INC.
By:	/s/ Greg Consiglio
	Greg Consiglio
	President & COO

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ACCEL IX L.P.
By:	Accel IX Associates L.L.C
Its General Partner
By:	Richard Zamboldi
Richard Zamboldi
Attorney in Fact

 

ACCEL IX STRATEGIC PARTNERS L.P.
By:	Accel IX Associates L.L.C
Its General Partner
By:	Richard Zamboldi
Richard Zamboldi
Attorney in Fact

 

ACCEL INVESTORS 2007 L.L.C.
By:	Richard Zamboldi
Richard Zamboldi
Attorney in Fact

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TRINITY VENTURES VIII, L.P.,
A California Limited Partnership
By:	TRINITY TVL VIII, LLC,
a California limited liability company
By:	Augustus O. Tai
Augustus O. Tai
Member

 

TRINITY VIII SIDE-BY-SIDE FUND, L.P.,
A California Limited Partnership
By:	TRINITY TVL VIII, LLC,
a California limited liability company
By:	Augustus O. Tai
Augustus O. Tai
Member

 

TRINITY VIII ENTERPRENEURS, L.P.,
A California Limited Partnership
By:	TRINITY TVL VIII, LLC,
a California limited liability company
By:	Augustus O. Tai
Augustus O. Tai
Member

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FRAZIER TECHNOLOGY VENTURES II, LP
By:	FTVMII, LP, its general partner
	Frazier Technology Management, LLC, its general partner
Its General Partner
By:	Len Jordan
Len Jordan
Managing Member

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DAG VENTURES III-QP, L.P.
By:	DAG Ventures Management III, LLC
Its General Partner
By:	John Cadeddu
John Cadeddu
Managing Director

DAG VENTURES III, L.P.
By:	DAG Ventures Management III, LLC
Its General Partner
By:	John Cadeddu
John Cadeddu
Managing Director

DAG VENTURES GP FUND III, LLC
By:	DAG Ventures Management III, LLC
Its General Partner
By:	John Cadeddu
John Cadeddu
Managing Director

DAG VENTURES III-A, LLC
By:	DAG Ventures Management III, LLC
Its General Partner
By:	John Cadeddu
John Cadeddu
Managing Director

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