EX-10.1






EXHIBIT 10.1




AGREEMENT




THIS AGREEMENT (this “Agreement”), is entered into as of December 31, 2012, by and
among Irving Azoff (“Azoff”), Irving Azoff and Rochelle Azoff, as Co-Trustees of the Azoff
Family Trust of 1997, dated May 27, 1997, as amended (the “Azoff Trust” and, together with
Azoff, the “Azoff Sellers”), Live Nation Entertainment, Inc. (“LNE”) and Front Line
Management Group, Inc. (“FLMG”). LNE and its affiliates (including, without limitation,
FLMG) are referred to herein as the “LNE Companies.”



Termination of Employment; Resignation as Director and Officer:



The closing of the transactions contemplated by this Agreement shall occur on December 31, 2012
(the “Closing”), and shall be effective as of 11:59 p.m. on that date. Upon the Closing,
both (i) that certain Amended and Restated Employment Agreement, dated as October 21, 2009 (the
“FLMG Employment Agreement”), by and between Azoff and FLMG, and (ii) that certain
Employment Agreement, dated as of October 21, 2009 (the “LNE Employment Agreement”), by and
between Azoff and LNE, as successor to Ticketmaster Entertainment, Inc., shall terminate (except
for such terms set forth therein which expressly survive such termination). In addition, upon the
Closing, Azoff shall voluntarily resign as a director and officer of all of the LNE Companies,
including, without limitation, FLMG.



Certain Payments to Azoff:



Upon the Closing, FLMG shall pay to Azoff (i) any and all remaining amounts of “Base
Salary” and unreimbursed business expenses due to Azoff under the FLMG Employment Agreement
through December 31, 2012; and (ii) the amount of Two Million Dollars ($2,000,000), representing
the “Annual Bonus” due to Azoff under the FLMG Employment Agreement for the fiscal year
ended December 31, 2012. In addition, LNE shall pay to Azoff the “Annual Bonus” due to
Azoff under the LNE Employment Agreement for the fiscal year ended December 31, 2012, as follows:
(x) LNE shall pay to Azoff the amount of One Million Five Hundred Thousand Dollars ($1,500,000)
upon the Closing (the “LNE Bonus Closing Payment”); and (y) LNE shall pay to Azoff the
amount by which the full amount of the Annual Bonus due to Azoff under Section 6 of the LNE
Employment Agreement exceeds the LNE Bonus Closing Payment, on the date due under Section 6 of the
LNE Employment Agreement. Such payments shall constitute payment in full under the FLMG Employment
Agreement and the LNE Employment Agreement.



Satisfaction of Note:



Upon the Closing, that certain “Note” under the LNE Employment Agreement shall mature, and LNE
shall thereupon pay to the Azoff Trust the amount of Eight Million Two Hundred Thirty-Six Thousand
and Twenty Dollars ($8,236,020), less any applicable withholding or other taxes, in full
satisfaction of any and all amounts due to the Azoff Trust thereunder.



Live Nation Restricted Shares:



Upon the Closing, the One Million Four Hundred Seventy Four Thousand Three Hundred Seventy-Two
(1,474,372) shares of “Live Nation Restricted Shares” under the LNE Employment Agreement,
which would otherwise vest on October 29, 2013, shall vest in full. Subject to compliance with
applicable law, Azoff shall thereafter have the right to dispose of any and all of the Live Nation
Restricted Shares in his discretion. Prior to the Closing, Azoff shall deliver, or cause to be
delivered, to LNE cash in amount sufficient to cover Azoff’s tax withholding obligations in
connection with the vesting of such Live Nation Restricted Shares. Upon the Closing, pursuant to
Section 11(c) of the LNE Employment Agreement, LNE shall cause 196,007 shares of LNE common stock,
with such amount determined by reference to the $8.98/share closing price of LNE common stock on
December 28, 2012, to be issued to Azoff or his designee, effective as of the date of Closing, to
an account directed by Azoff, it being understood and agreed that the issuance of such shares shall
constitute payment in full of the entire “Settlement Amount” under the LNE Employment
Agreement.



Stock Options, Stock Growth RSU’s and Restricted Shares:



Upon the Closing, each unvested “Stock Option,” “Stock Growth RSU” and
“Restricted Share” set out in Appendix A hereto shall vest in full. For the
avoidance of doubt, the parties agree that the 124,700 Restricted Shares granted to Azoff on July
15, 2011 shall vest in full as if the performance targets associated therewith had been attained.
Vested Stock Options shall be exercisable by Azoff within six (6) months of the Closing. Subject
to compliance with applicable law and the terms and conditions of the applicable plan or award
agreement pursuant to which such Stock Options, Stock Growth RSU’s and Restricted Shares were
granted, Stock Options (and the stock issued upon exercise of the Stock Options), Stock Growth
RSU’s and Restricted Shares may be disposed of by Azoff in his discretion.



Other Stock of LNE:



Subject to compliance with applicable law, Azoff shall thereafter have the right to dispose of any
and all other shares of stock of LNE owned by Azoff or the Azoff Trust in his discretion and
without regard to any blackout windows that may be in effect.



Artists and Personnel:



Effective as of January 1, 2013, Azoff shall have the right to (i) represent and manage certain
artists (including individual band members) (the “Retained Artists”), and (ii) employ or
engage certain employees (the “Retained Personnel”). The Retained Artists, and their
historical and projected commission earnings, are set forth in Appendix B hereto. The
Retained Personnel are set forth in Appendix C hereto.



Retained Artists:



Azoff shall indemnify the LNE Companies with respect to any claims by the Retained Artists relating
to the period prior to January 1, 2013. FLMG makes no representation that the Retained Artists
shall agree to continue to be represented and managed by Azoff from and after January 1, 2013. Any
cash or other assets previously paid to, or received by, FLMG (or any other LNE Company) relating
to the representation of such Retained Artist shall remain the sole and exclusive property of FLMG,
and Azoff shall arrange with the Retained Artists to pay to FLMG (i) all commissions relating to
concerts performed or other activities undertaken through December 31, 2012 and (ii) such
commissions and/or artist receipts relating to future concerts other activities as may be necessary
to satisfy in full all uncollected receivables, unrecouped advances or loans (including interest)
owed or owing by such Retained Artists as of the close of business on December 31, 2012;
provided, that Azoff shall assign to LNE any payments received by Azoff from the Retained
Artists until all such uncollected receivables, advances or loans (including interest) are recouped
in full.



Retained Personnel:



(i) FLMG shall terminate the employment of the Retained Personnel, effective as of December 31,
2012; (ii) FLMG shall pay the Retained Personnel (A) their respective salaries through December 31,
2012, (B) any and all bonuses that have already been approved by LNE and not otherwise paid, and
(C) any recorded accrued vacation pay through December 31, 2012, in each case, (x) within thirty
(30) days of the Closing, (y) subject to the execution and delivery of a general release in favor
of the LNE Companies and (z) subject to the full repayment of any outstanding advances or loans
(including interest) made to the Retained Personnel prior to the effective date of such
termination; and (iii) FLMG shall assign to Azoff or one of his affiliates (as designated by
Azoff), in accordance with their respective terms, any and all written employment agreements
between FLMG and the Retained Personnel, subject to the parties obtaining any required consents in
connection with any such assignment. Azoff shall indemnify the LNE Companies against any claims by
any of the Retained Personnel relating to their employment, including, without limitation, any
claims for severance, but excluding any obligations of FLMG (a) pursuant to clause (ii) of the
immediately preceding sentence and (b) pursuant to clause (1) of the immediately following
paragraph. FLMG makes no representation that the Retained Personnel shall agree to be employed or
engaged by Azoff after the Closing or for any specified period of time thereafter.



Notwithstanding the foregoing:



(1) FLMG shall pay severance to the employees labeled “Severance Employees” in Appendix C
in accordance with FLMG policy, in each case, upon the execution and delivery of a general release
in favor of the LNE Companies; provided, that to the extent such employees receive any
compensation from Azoff or any of his affiliates during calendar year 2013, FLMG shall have the
right to “claw-back” from Azoff any severance amounts actually paid to such employees on a
dollar-for-dollar basis.



(2) Upon the Closing, (w) that certain Employment Agreement, dated as of January 25, 2011 (the
“Hodgson Employment Agreement”), by and between Colin Hodgson (“Hodgson”) and FLMG,
shall be terminated by Hodgson with “Good Reason;” (x) FLMG shall pay to Hodgson (A) any
and all remaining amounts of “Base Salary” and unreimbursed business expenses due to
Hodgson under the Hodgson Employment Agreement through December 31, 2012; (B) the amount of One
Million Dollars ($1,000,000), representing the “Bonus” due to Hodgson under the Hodgson
Employment Agreement for the fiscal year ended December 31, 2012, payable within thirty (30) days
of the Closing in accordance with the Hodgson Employment Agreement; and (C) the amount of Two
Million Dollars ($2,000,000), representing the amounts due to Hodgson pursuant to Section
7(c)(ii)(B) of the Hodgson Employment Agreement and payable within thirty (30) days of Closing in
accordance with the Hodgson Employment Agreement, subject to compliance with Internal Revenue Code
Section 409(A); (y) any and all unvested grants to Hodgson of equity in FLMG or its affiliates
(other than any equity interests that vest upon the achievement of a targeted LNE common stock
price or other performance targets which have not been attained prior to the Closing) shall vest in
full, as provided in Section 7(c)(ii)(C) of the Hodgson Employment Agreement; and (z) Hodgson shall
voluntarily resign as a director and officer of all of the LNE Companies, including, without
limitation, FLMG; provided, that to the extent Hodgson receives any compensation from Azoff
or any of his affiliates during calendar year 2013, FLMG shall have the right to “claw-back” from
Azoff any severance amounts actually paid to Hodgson (including, without limitation, the amount set
forth in subclause (x)(C) above) on a dollar-for-dollar basis. Such payments shall constitute
payment in full under the Hodgson Employment Agreement. Notwithstanding anything to the contrary
set forth in the Hodgson Employment Agreement, Hodgson shall be free to accept any employment or
engagement whatsoever by Azoff or any of his affiliates.



Overhead Costs:



Azoff or one of his affiliates (i) shall enter into a sub-lease agreement with FLMG for the space
in the current Glendon offices described as the area on the 20th floor from the large conference
room through to the end of the Azoff wing; and (ii) shall have an option, exercisable within the
first six (6) months after the Closing (but upon not less than ninety (90) days prior written
notice), to sub-lease all of the remaining space on the 20th floor (collectively, the
“Sub-leased Premises”). The term of any such sub-lease(s) shall be effective for the
duration of FLMG’s current lease agreement for the Sub-leased Premises; and Azoff shall have the
right to further sub-lease the Sub-leased Premises; provided, however, that LNE
shall have the first right to take back any space prior to Azoff sub-leasing such space. Any
sub-lease(s) and sub-sub-lease(s) contemplated by this section shall be subject to obtaining the
prior approval of the applicable landlord in accordance with the terms and conditions of the lease
agreement.



The rent shall be equal to the cost per square foot to FLMG under the terms of the current lease
agreement (which rate shall include the pro rata share, on a per square foot basis, of the gross
amount spent on leasehold improvements, less the landlord tenant improvement allowance), plus
applicable parking and utilities. Azoff shall have the use, for the duration of the sub-lease(s)
and without charge, of all (i) furniture and office equipment located within such sub-leased space
(but not within any communal office space or other office space with shared access for other
Sub-leased Premises occupants) and (ii) IT equipment, servers, and telephone systems associated
with such sub-leased space and dedicated to the Retained Personnel, it being understood that all of
the items referenced in clauses (i) and (ii) above shall be made available on an “AS IS, WHERE IS”
basis without any obligation on the part of any LNE Company to maintain, repair, preserve or
otherwise insure the functionality, utility or safety of such furniture, equipment or systems.
Azoff shall retain ownership of certain domain names, trademarks and trade names that are personal
to him, including, without limitation, the “azoffmusic” name, each of which are set forth on
Appendix D hereto. Other FLMG employees currently using this email address shall be
transitioned off as soon as is practical, and any shared infrastructure utilized by the Retained
Personnel and other FLMG employees will likewise be separated as soon as is practical following the
Closing.



Restrictive and Other Covenants:



Except as expressly set forth below, the restrictive covenants set forth in Article VII of that
certain Stock Purchase Agreement, dated as of February 4, 2011 (the “Stock Purchase
Agreement”), by and among LNE, Azoff, the Azoff Trust and the other parties thereto, shall
remain in full force and effect following the Closing in accordance with its terms. The Azoff
Sellers hereby reaffirm the terms and conditions set forth in Article VII of the Stock Purchase
Agreement, including confirmation, for the avoidance of doubt, that the parties intended, as of the
date of the Stock Purchase Agreement, for (x) the term “tour sponsorship” and
“ticket-selling” (as such terms are used in the definition of “Music Business”
under the Stock Purchase Agreement) to include sponsorship and other related arrangements with
credit card companies and VIP ticketing and other related services, respectively, and (y) the term
“Artist” (as such term is used in the Stock Purchase Agreement) to include DJ’s and other
persons involved in electronic dance music.



(i) LNE and FLMG hereby waive, effective as of the Closing, the restrictive covenants set forth in
Article VII of the Stock Purchase Agreement solely with respect to Azoff’s participation or
engagement in the following activities:




	 	(a)	 	the representation and/or management of the Retained Artists (as contemplated
under “Artists and Personnel” above); it being explicitly understood and agreed that,
other than as expressly set forth in this subsection (a) and subsections (b), (c) and
(d) of this clause (i) below, the Azoff Sellers shall continue to be restricted from
representing and/or managing any Artists in accordance with the terms and conditions of
the Stock Purchase Agreement, whether or not such Artists are currently or subsequently
represented or managed by any of the LNE Companies (including, without limitation,
FLMG); and






	 	(b)	 	the representation and/or management of an unlimited number of Emerging Artists
(as defined below); and






	 	(c)	 	the representation and/or management of not more than five (5) new Permitted
Artists (as defined below) for each of calendar year 2013 and 2014; and from and after
January 1, 2015, the representation and/or management of an unlimited number of
Permitted Artists; and






	 	(d)	 	from and after January 1, 2015, the representation and/or management of an
unlimited number of Restricted Artists (as defined below), it being expressly
acknowledged and agreed that the Azoff Sellers shall remain restricted under the Stock
Purchase Agreement from representing and/or managing any Restricted Artist prior to
January 1, 2015; provided, that, if (x) the Eagles terminate their relationship
with Azoff prior to January 1, 2015 (with no further right to receive any sunset
payment(s), advance(s) or other payment(s) of any nature therefrom (a “Sunset
Payment”)), and/or (y) Christina Aguilera terminates her relationship with Azoff
prior to January 1, 2015 with no Sunset Payment, Azoff shall be permitted to sign one
(1) Restricted Artist to replace the Eagles and/or Christina Aguilera at such time;
provided, further, that in the event Azoff or any of his affiliates are
entitled to any Sunset Payments in connection with any such termination under
subclause (x) or (y) above, Azoff shall remain restricted from signing any such
replacement Restricted Artist(s) for a proportionate amount of time remaining in the
period from the date of such termination until January 1, 2015 that is equal to the
ratio of (i) the aggregate amount of such Sunset Payments advanced to or to be received
by Azoff or any of his affiliates to (ii) the amount of expected earnings scheduled by
Azoff for such terminating Artist (as set forth in Appendix B) (e.g., if the
Eagles terminate their relationship with Azoff on January 1, 2014, the Sunset Payment is
$4 million and the expected earnings scheduled by Azoff for such Artist is $6 million,
then Azoff shall remain restricted from signing such replacement Restricted Artist until
September 1, 2014 (or 2/3 of the remaining time until January 1, 2015); and






	 	(e)	 	the employment and/or engagement of the Retained Personnel (as contemplated under
“Artists and Personnel” above); and






	 	(f)	 	the business of music recording and publishing; and






	 	(g)	 	any and all businesses relating to the development, production, financing,
distribution and exploitation of audio and visual media, including, without limitation,
television (including, without limitation, a television project currently entitled
“Marshall”), motion pictures, non-concert live stage productions, book publishing, video
games and other businesses, in each case, to the extent that they do not constitute
engaging in the Music Business; it being acknowledged and agreed that the following
activities shall not constitute engaging in the Music Business for purposes hereof: (1)
music contest or music lifestyle television programs (e.g., American Idol), (2)
television scripted content that is music based, (3) awards programs appearing on
television, and (4) motion pictures that are not based on the involvement of any Artist
(other than any Azoff Artist (as defined below)) (e.g., Azoff could produce the musical
“Chicago” but not the life story of Katy Perry); it being further acknowledged and
agreed that live concerts produced for television and motion pictures would be
considered engaging in the Music Business for purposes hereof; and






	 	(h)	 	marketing, advertising and similar services, in substantively the same form as
such services are currently provided by, for example, advertising agencies, marketing
fulfillment companies, and such firms as the Wasserman Media Group and IMG, solely to
the extent such activities (1) would not otherwise constitute the representation or
management of Artists, and (2) are not performed on behalf of any person that derives
more than twenty percent (20%) of its gross revenues from businesses which compete with
any LNE Company in the Music Business.





For the avoidance of doubt, the limited waivers granted in subsections (a) through (d) of clause
(i) above with respect to the Retained Artists, Emerging Artists, Permitted Artists and Restricted
Artists (as the case may be) are granted solely with respect to the management and/or
representation of such Artist and nothing set forth herein shall be interpreted or construed as
permitting any Azoff Seller to engage in any other aspect of the Music Business, including, without
limitation, VIP ticketing or merchandising, with any such Artist or otherwise participate in any
revenue streams derived therefrom, except (x) for the collection of commissions and similar fees
from such Artists customarily paid to managers or representatives in connection with such
activities and (y) as expressly permitted by subsections of (f) through (h) of clause (i) above.



(ii) The Azoff Sellers hereby agree:




	 	(a)	 	to, from and after the Closing, perform and use commercially reasonable efforts
to ensure that the Azoff Artists perform their respective commitments, as applicable,
under the prevailing LNE/FLMG sponsorship agreement with American Express or other
credit card sponsor, as though Azoff were still employed by LNE and FLMG and such Azoff
Artists were managed and represented by FLMG, it being agreed and acknowledged that any
and all payments from American Express or other credit card sponsor shall be paid to
LNE, not Azoff; and






	 	(b)	 	(x) to offer VIP Nation a right of last refusal to act as the exclusive provider
of VIP ticketing and other related services for any Emerging Artist or Permitted Artist
from the Closing until October 29, 2016 (such period, the “Specified Period”) on
prevailing market terms and (y) to offer VIP Nation a right of first negotiation (but
not last refusal) to act as the exclusive provider of VIP ticketing and other related
services for any Azoff Artist (other than any Emerging Artist or Permitted Artist)
during the Specified Period on prevailing market terms; and






	 	(c)	 	(x) to offer LNE’s merchandising companies a right of last refusal on any
bona-fide third party offers or proposals to act as the exclusive or non-exclusive
merchandise partners and service providers for any Emerging Artist or Permitted Artist
during the Specified Period on prevailing market terms and (y) to offer LNE’s
merchandising companies a right of first negotiation (but not last refusal) to act as
the exclusive or non-exclusive merchandise partners and service providers for any Azoff
Artist (other than any Emerging Artist or Permitted Artist) during the Specified Period
on prevailing market terms; it being acknowledged by the LNE Companies that in no event
can the Azoff Sellers guarantee that an Azoff Artist will agree to any one or more
merchandising agreements with LNE’s merchandising companies; and






	 	(d)	 	(x) to offer the LNE Companies a right of last refusal to promote not less than
75% of the Eagles’ concert dates for calendar year(s) 2013/14 and (y) to use
commercially reasonable efforts to offer the LNE Companies a right of last refusal to
promote any tours for any Azoff Artist which are commenced during the Specified Period;
it being acknowledged by the LNE Companies that, although Azoff will use commercially
reasonable efforts to keep the LNE Companies currently apprised of such Azoff Artists’
touring possibilities, in no event can the Azoff Sellers guarantee that the Eagles or
any other Azoff Artist will agree to any one or more such arrangements with the LNE
Companies; and






	 	(e)	 	during the Specified Period, not to directly or indirectly (i) solicit, advise,
sign, hire, or interfere or otherwise do, or attempt to do, business with, any manager
or employee of the LNE Companies, (ii) induce or attempt to induce any person (x) under
a written or oral agreement to violate the terms of their contracts or employment
arrangements with any LNE Company, or (y) to leave the employ of any LNE Company, or
(iii) engage in any activity similar to the foregoing, in each case, without LNE’s prior
written consent; and






	 	(f)	 	during the Specified Period, not to acquire, directly or indirectly, or enter
into an agreement to acquire, the on-going business, assets or enterprise of any manager
engaged in the representation or management of Artists engaged in the Music Business,
including, without limitation, by hiring, engaging or employing or agreeing to hire,
engage or employ any manager of Artists.






	 	 	For purposes of this Agreement, the following terms shall have the meanings set forth below:






“Azoff Artist” means any Artist, including any band or other group of Artists, that at
any time is represented or managed by Azoff or any of his affiliates, including the Retained
Artists, any Artist represented or managed by Azoff pursuant to section (i)(b), section (i)(c)
or section (i)(d) above.  For the avoidance of doubt, the term “Azoff Artist” shall not include
any LNE Artist.




“LNE Artist” means any Artist, including any band or other group of Artists (other than
the Retained Artists), that is, at any time, or was, within the preceding twenty-four (24)
months, represented or managed by any LNE Company (including, without limitation, FLMG).




“Emerging Artist” means any Artist, including any band or other group of Artists, who
(x) is not an LNE Artist and (y) has no prior material revenues from all Music Business sources
(it being understood and agreed that any determination as to whether any such revenues are
material shall be made by LNE in its reasonable discretion).




“Permitted Artist” means any Artist, including any band or other group of Artists, (x)
who is not an LNE Artist and (y) whose gross revenues from all Music Business sources during the
immediately preceding twelve-month period were less than or equal to Five Million Dollars
($5,000,000).




“Restricted Artist” means any Artist, including any band or other group of Artists, (x)
who is not an LNE Artist and (y) whose gross revenues from all Music Business sources during the
immediately preceding twelve-month period were greater than Five Million Dollars ($5,000,000).



Releases:



Upon the Closing, Azoff, Hodgson, the LNE Companies and FLMG shall execute and deliver mutual
general releases and mutual non-disparagement covenants.



Confidentiality; No Publicity:



This Agreement and the matters described herein are strictly confidential, and may not be divulged,
disseminated or disclosed, in whole or in part, by any party to any person or entity other than to
a party’s legal and financial advisors or to the extent required by applicable law, judicial
process or regulation. Each party agrees that there shall be no public announcements or other
publicity with respect to this Agreement or the transactions contemplated hereby without the
express prior written consent of the other; provided, that although no such consent shall
be required for any announcement or disclosure required by applicable law, judicial process or
regulation, the parties will reasonably consult with one another in advance regarding the content
of such required announcement or disclosure.



Further Assurances:



From time to time, at the reasonable request of any other party hereto and without further
consideration, each party hereto shall execute and deliver such additional documents and take any
and all such further action as may be necessary or appropriate to consummate and make effective, in
the most expeditious manner practicable, the transactions contemplated by this Agreement.



Binding Effect; No Third Party Beneficiaries:



This Agreement shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and permitted assigns. This Agreement may be assigned by the Azoff Sellers
to their affiliates; provided, that no such assignment shall relieve the Azoff Sellers from
their respective obligations hereunder. No person other than the parties hereto and their
successors and permitted assigns is intended to be a beneficiary of this Agreement.



Governing Law; Consent to Exclusive Jurisdiction:



This Agreement shall be governed by and construed in accordance with the laws of the State of New
York, without regard to the principles of conflicts of law thereof that would apply the laws of
another jurisdiction.



The parties hereto irrevocably submit to the exclusive jurisdiction of any state or federal court
sitting in New York, New York over any suit, action or proceeding arising out of or relating to
this Agreement. To the fullest extent they may effectively do so under applicable law, the parties
hereto irrevocably waive and agree not to assert, by way of motion, as a defense or otherwise, any
claim that they are not subject to the jurisdiction of any such court, any objection that they may
now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in
any such court and any claim that any such suit, action or proceeding brought in any such court has
been brought in an inconvenient forum.



Specific Performance:



The parties agree that irreparable damage would occur in the event that any of the provisions of
this Agreement were not performed in accordance with their specific terms or were otherwise
breached. Accordingly, the parties hereby agree that each party hereto shall be entitled to an
injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the
terms and provisions of this Agreement in any court of the United States or any state having
jurisdiction, in addition to any other remedy to which such party may be entitled at law or in
equity.



Severability:



If any one or more of the provisions contained herein, or the application thereof in any
circumstance, is held invalid, illegal or unenforceable in any respect for any reason, the
validity, legality and enforceability of any such provision in every other respect and of the
remaining provisions hereof shall not be in any way impaired, unless the provisions held invalid,
illegal or unenforceable shall substantially impair the benefits of the remaining provisions
hereof.



Entire Agreement:



This Agreement is intended by the parties to be a complete statement of the agreements and
understandings of the parties hereto, and shall supersede all prior agreements and understandings
between the parties hereto, with respect to the matters set forth herein; provided, that,
as set forth in “Restrictive and Other Covenants” above, the Stock Purchase Agreement shall remain
in full force and effect following the Closing in accordance with its terms.



Counterparts:



This Agreement may be executed in any number of counterparts and by the parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original and all of which
taken together shall constitute one and the same agreement. Delivery of an executed counterpart of
a signature page to this Agreement by facsimile transmission or by e-mail of a .pdf attachment
shall be effective as delivery of a manually executed counterpart of this Agreement.



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




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



/s/ Irving Azoff


IRVING AZOFF



	 	 	 
	THE AZOFF FAMILY TRUST OF 1997, DATED MAY 27, 1997, AS AMENDED

	By: /s/Irving Azoff

	 	

	 

	Name:

Title:

	 	Irving Azoff

Co-Trustee






	 	 	 
	 	 	By: /s/ Rochelle Azoff
	 	 	Name: Rochelle Azoff
	 	 	Title: Co-Trustee
	IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written
	above.





	 	 	 
	LIVE NATION ENTERTAINMENT INC.

	By: /s/ Michael G. Rowles

	 

	Name:

Title:

	 	Michael G. Rowles

Executive Vice President, General Counsel and Secretary






	 	 	 
	 	 



                     FRONT LINE MANAGEMENT GROUP, INC.   }
                     By: /s/ Michael G. Rowles           }

                     Name:               Michael G. Rowles
                     Title:              Vice President
FRONT LINE MANAGEMENT GROUP, INC.

	 	 	By: /s/ Michael G. Rowles
	 	 	Name: Michael G. Rowles
	 	 	Title: Vice President