EX-10.1






Exhibit 10.1




STOCK PURCHASE AGREEMENT




STOCK PURCHASE AGREEMENT, dated as of February 4, 2011 (the “Execution Date”), by and
among Live Nation Entertainment, Inc., a Delaware corporation (“LNE”), FLMG Holdings Corp.,
a Delaware corporation and wholly-owned subsidiary of LNE (“Holdings”), Irving Azoff
(“ILA”), 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 ILA, the “Azoff
Sellers”), Madison Square Garden, L.P., a Delaware limited partnership (“MSG”), LNE
Holdings, LLC, a Delaware limited liability company wholly-owned by MSG (“MSG Sub”, and,
together with the Azoff Sellers, the “Sellers”), and Front Line Management Group, Inc., a
Delaware corporation (“FLMG”).



R E C I T A L S




A. LNE indirectly owns a majority of the issued and outstanding Common Stock (as defined
herein).



B. Sellers are the owners of shares of issued and outstanding Common Stock (as defined herein)
not directly or indirectly held by Holdings or LNE.



C. LNE desires for Holdings to acquire all such shares of Common Stock from the Sellers, and
Sellers desire to sell all such shares of Common Stock, in exchange for cash and newly issued
shares of common stock, par value $.01 per share, of LNE (“LNE Common Stock”) (such
transaction, the “Share Purchase”).



D. The parties hereto desire to permit LNE to treat FLMG as a member of the consolidated tax
group of LNE as of the Closing and after giving effect to the Closing.



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



ARTICLE I

DEFINITIONS




1.1 Definitions.



(a) As used in this Agreement the following terms have the meanings indicated:



“Acquired Shares” means the ILA Shares, the Azoff Trust Shares and the MSG Shares,
collectively.



“Acquired Share Price” has the meaning set forth in Section 2.2.



“Affiliate” has the meaning ascribed to it under Rule 12b-2 of the Exchange Act.



“Artist” means, for purposes of ARTICLE VII, any musician, singer, songwriter,
publisher, producer, lyricist or composer.



“Azoff Sellers” has the meaning set forth in the preamble.



“Azoff Trust” has the meaning set forth in the preamble.



“Azoff Trust Shares” means 10,542.32 shares of Common Stock which are beneficially and
of record owned by the Azoff Trust and are to be sold for cash pursuant to this Agreement.



“Business Day” means any day other than a Saturday, Sunday or other day on which
commercial banks in the State of California are authorized or required by law or executive order to
close.



“Business Partner” means, for purposes of ARTICLE VII, any venue, promoter,
touring artist, team, league or any other party, in each case with respect to which LYV provided
such party with services pursuant to any agreement, arrangement, understanding or other business
relationship during the last 12 months that ILA was employed by LYV.



“Claim” means any action, suit, proceeding, claim, audit, complaint, dispute,
arbitration or investigation of any nature.



“Closing” has the meaning set forth in Section 2.5(a).



“Closing Date” has the meaning set forth in Section 2.5(a).



“Code” means the Internal Revenue Code of 1986, as amended.



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



“Contract” means any contract, agreement, commitment, arrangement, lease, license,
indenture and any other legally binding arrangement, whether oral or written.



“Contractual Obligation” means, as to any Person, any Contract to which such Person is
a party or by which it or any of its property is bound.



“Determination” means a settlement, compromise or other agreement with the relevant
Governmental Authority, whether contained in an Internal Revenue Service Form 870 or other
comparable form, or otherwise, or such procedurally later event, such as a closing agreement with
the relevant Governmental Authority, and agreement contained in Internal Revenue Service Form
870-AD or other comparable form, an agreement that constitutes a “determination” under Section
1313(a)(4) of the Code, a deficiency notice with respect to which the period for filing a petition
with the Tax Court or the relevant state, local or foreign tribunal has expired or a decision of
any court of competent jurisdiction that is not subject to appeal or as to which the time for
appeal has expired.



“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the
regulations promulgated thereunder.



“Exchange Ratio” has the meaning set forth in Section 2.2.



“Excluded Businesses” means, for purposes of ARTICLE VII, all of the assets,
rights and business owned, held or conducted by (i) Gigabeat Records, LLC, (ii) Soundproof, LLC,
(iii) passive income from the following music-related activities: Azoff Promotions, Inc., Azoff
Music Publishing, Inc., royalties received by Irving Azoff personally from Universal Music, Warner
Music and William Morris; Cleanslate Records; Late Night Productions, Inc., Hip City Music, (v)
continuing to serve on the Board of Directors of Clear Channel Communications, Inc., (vi)
ownership, solely as an investment, of the securities of any Person engaged in the Music Business
which are publicly traded on a national or regional stock exchange or on the over-the-counter
market so long as Seller (A) is not a director, officer or controlling person of, or a member of a
group which controls, such person and (B) does not, directly or indirectly, own 5% or more of any
class of securities of such Person and (vii) other passive investments entered into prior to the
Execution Date in non-Music Management Business (including, without limitation, the investment in
TBA Global Inc.



“Exclusivity Period” has the meaning set forth in Section 7.2.



“Execution Date” has the meaning set forth in the preamble.



“FLMG” has the meaning set forth in the preamble.



“FLMG Stock Plan” means the Front Line Management Group, Inc. Equity Incentive Plan
and any other stock option plan or other stock or equity-related plan of FLMG or its Subsidiaries.



“Governmental Authority” means the government of any nation, state, city, locality or
other political subdivision thereof, any entity exercising executive, legislative, judicial,
regulatory or administrative functions of or pertaining to government and any court.



“Holdings” has the meaning set forth in the preamble.



“ILA” has the meaning set forth in the preamble.



“ILA Frontline Employment Agreement” means the Amended and Restated Employment
Agreement, dated as of October 21, 2009 by and between FLMG and ILA.



“ILA LNE Employment Agreement” means the Employment Agreement dated October 21, 2009,
by and among ILA, LNE (as successor to Ticketmaster Entertainment, Inc.) and the Azoff Trust.



“ILA Option” means the option to purchase 3,402 shares of Common Stock held by ILA.



“ILA Acquired Shares” means 9,169.7853 shares of restricted Common Stock which are
beneficially and of record owned by the Azoff Trust and are to be sold for cash pursuant to this
Agreement.



“ILA Rollover Shares” means 6,206.1747 shares of restricted Common Stock which are
beneficially and of record owned by the Azoff Trust and are to be exchanged for LNE Common Stock
pursuant to this Agreement.



“ILA Shares” means the ILA Acquired Shares and the ILA Rollover Shares.



“Indemnified Party” has the meaning set forth in Section 6.3(a).



“Indemnifying Party” has the meaning set forth in Section 6.3(a).



“Lien” means any mortgage, deed of trust, pledge, hypothecation, claim, right of first
refusal, option, charge, title defect, easement, right of way, restriction, encroachment, survey
defect, assignment, encumbrance, lien (statutory or other) or preference, priority, security
interest of any kind or nature whatsoever (excluding preferred stock and equity related
preferences).



“LNE” has the meaning set forth in the preamble.



“LNE Affiliates” has the meaning set forth in Section 3.5.



“LNE Closing Price” has the meaning set forth in Section 2.2(c).



“LNE Common Stock” has the meaning set forth in Recital C.



“LNE Representations” has the meaning set forth in Section 3.5.



“LNE SEC Documents” has the meaning set forth in Section 4.6(a).



“Loss” means any and all damages, losses, deficiencies, liabilities (whether accrued,
contingent or otherwise), obligations, penalties, judgments, settlements, claims, payments, fines,
interest, costs and expenses (including the costs and expenses of any and all actions and demands,
assessments, judgments, settlements and compromises relating thereto and the reasonable costs and
expenses of attorneys’, accountants’, consultants’ and other professionals’ fees and expenses
incurred in the investigation or defense thereof or the enforcement of rights hereunder);
provided, however, that for purposes hereof, a Loss shall be deemed to be net of
insurance proceeds received by an Indemnified Party on or before the date of the final
determination of Loss with respect to a Third Party Claim or pursuant to Section 6.4 with
respect to a claim other than a Third Party Claim.



“LYV” means, for purposes of ARTICLE VII, LNE and its Subsidiaries.



“Material Adverse Effect” means, as to any Person, any changes or effects that,
individually or in the aggregate, are materially adverse to the business, assets, liabilities,
condition (financial or otherwise), prospects or results of operations of such Person or on the
ability of such Person to comply with its obligations hereunder or to consummate the transactions
contemplated hereby.



“MSG” has the meaning set forth in the preamble.



“MSG Shares” means 17,278.8505 shares of Common Stock which are beneficially and of
record owned by MSG Sub.



“MSG Sub” has the meaning set forth in the preamble.



“Music Business” means, for purposes of ARTICLE VII, the world-wide business
(as presently conducted or as may be conducted hereafter) of personal and career management for
Artists and all other aspects of the music business, including recording activities, songwriting
and music publishing, touring, tour sponsorship, commercials, personal endorsements, performances,
fan clubs, merchandising, ticket selling and other professional activities related thereto, other
than the Excluded Businesses.



“Music Management Business” means, for purposes of ARTICLE VII, the business
of managing and developing career strategies for Artists, including representing such artists in
the negotiation of Contracts regarding recording, touring, merchandising and performance.



“Orders” has the meaning set forth in Section 3.2.



“Person” means any individual, firm, corporation, partnership, trust, incorporated or
unincorporated association, joint venture, joint stock company, limited liability company,
Governmental Authority or other entity of any kind; and shall include any successor (by merger or
otherwise) of such entity.



“Purchaser Indemnitees” has the meaning set forth in Section 6.1.



“Registrable Shares” means the LNE Common Stock issued pursuant to this Agreement and
any shares or other securities issued in respect of such LNE Common Stock by reason of or in
connection with any stock dividend, stock distribution, stock split, purchase in any rights
offering or in connection with any exchange for or replacement of such LNE Common Stock or any
combination of shares, recapitalization, merger or consolidation, or any other equity securities
issued pursuant to any other pro rata distribution with respect to the LNE Common Stock.



“Related Person” means, for purposes of ARTICLE VII, with respect to any
individual, any relative or spouse of such person, or any relative of such spouse, who has the same
home as such person.



“Requirement of Law” means, as to any Person, any law, statute, treaty, rule,
regulation, right, privilege, qualification, license or franchise or determination of an arbitrator
or Governmental Authority or stock exchange, in each case applicable or binding upon such Person or
any of its property or to which such Person or any of its property is subject or pertaining to any
or all of the transactions contemplated or referred to herein.



“SEC” means the United States Securities and Exchange Commission.



“Second Amended and Restated Stockholders Agreement” means the Second Amended and
Restated Stockholders Agreement, dated as of June 9, 2008, by and among FLMG, Holdings,
Ticketmaster (as assignee of IAC/InterActiveCorp), the Azoff Trust, ILA, MSG, and the other parties
thereto, as amended.



“Securities Act” means the Securities Act of 1933, as amended, and the rules and
regulations of the SEC thereunder.



“Sellers” has the meaning set forth in the preamble.



“Seller Indemnitees” has the meaning set forth in Section 6.2.



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



“Stock Equivalents” means any security or obligation which is by its terms, whether
directly or indirectly, convertible into or exchangeable or exercisable for shares of capital stock
of FLMG, and any option, warrant or other subscription or purchase right with respect to such
capital stock.



“Stub Amount” means an amount equal to the product of $55,015.50 multiplied by the
number of days from and including January 1, 2011 to but excluding the Closing Date.



“Stub Gross Up” means an amount equal to the product of $1,672.59 multiplied by the
number of days from and including January 1, 2011 to but excluding the Closing Date.



“Subsidiaries” means, as of the relevant date of determination with respect to any
Person, a corporation or other Person of which 50% or more of the voting power of the outstanding
voting equity securities or 50% or more of the outstanding economic equity interest is held,
directly or indirectly, by such Person and/or its other Subsidiaries.



“Third Party Claim” has the meaning set forth in Section 6.3(a).



(b) Unless the context clearly requires otherwise, the words “hereof,” “herein” and
“hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement
as a whole and not to any particular provision of this Agreement. The terms defined in the
singular shall have a comparable meaning when used in the plural, and vice versa. References
herein to a specific Article, Section, Annex or Exhibit shall refer, respectively, to Articles,
Sections, Annexes or Exhibits of this Agreement, unless the express context otherwise requires.
Wherever the word “include,” “includes,” or “including” is used in this Agreement, it shall be
deemed to be followed by the words “without limitation” unless clearly indicated otherwise.



ARTICLE II

PURCHASE AND SALE OF THE ACQUIRED SHARES




2.1 Purchase and Exchange of the Acquired Shares.




Subject to the terms and conditions herein set forth, on the Closing Date:



(a) Azoff Trust agrees to sell, assign, transfer and convey, and ILA agrees to cause the Azoff
Trust to sell, assign, transfer and convey, to Holdings the Azoff Trust Shares and the ILA Shares.



(b) MSG Sub agrees to sell, assign, transfer and convey to Holdings the MSG Shares.



(c) In accordance with Section 2.5, LNE shall deliver to the Azoff Trust and MSG Sub
that number of shares of LNE Common Stock as shall equal the product of (i) the Exchange Ratio and
(ii) in the case of the Azoff Trust, the ILA Rollover Shares and in the case of MSG Sub, the MSG
Shares.



(d) In accordance with Section 2.5, LNE shall deliver to the Azoff Trust an amount in
cash as shall equal the product of (i) the Acquired Share Price and (ii) the sum of the ILA
Acquired Shares and the Azoff Trust Shares.



2.2 Exchange Ratio.



(a) “Acquired Share Price” means two thousand, three hundred seventy-two point
eighty-four (2,372.84) U.S. dollars.



(b) “Exchange Ratio” means 226.4506 (representing the result of dividing the Acquired
Share Price by the LNE Closing Price).



(c) “LNE Closing Price” means $10.4784 (representing the volume weighted average price
of LNE Common Stock during the 5 trading days ending on February 3, 2011 as reported by Bloomberg).



2.3 No Fractional Shares. Notwithstanding any other provision of this Agreement,
neither certificates nor scrip for fractional shares of LNE Common Stock shall be issued as a
result of this Agreement. Each holder of Common Stock who otherwise would have been entitled to a
fraction of a share of LNE Common Stock shall receive in lieu thereof cash (without interest) in an
amount determined by multiplying the fractional share interest to which such holder would otherwise
be entitled (after taking into account all shares of Common Stock owned by such holder on the
Closing Date to be converted into LNE Common Stock) by the LNE Closing Price.  No such holder shall
be entitled to dividends, voting rights or any other rights in respect of any fractional share.



2.4 Treatment of Restricted Shares and the ILA Option.



(a) By virtue of the Closing, each Acquired Share which is outstanding immediately prior to
the Closing shall, to the extent not vested, vest as of the Closing Date.



(b) By virtue of the Closing, each outstanding option to purchase shares of Common Stock under
the ILA Option shall become fully vested and exercisable immediately prior to, and then shall be
canceled at, the Closing Date, and the Azoff Trust shall be entitled to receive on the Closing Date
from LNE $649,600.56 in cash in exchange for cancellation of the ILA Option.



2.5 Closing.



(a) The closing of the sale and purchase or exchange of the Acquired Shares and the ILA Option
(the “Closing”) shall take place at the offices of Simpson Thacher & Bartlett LLP, 1999
Avenue of the Stars, 29th Floor, Los Angeles, California 90067 on the Execution Date
following execution of this Agreement or at such other time, place and date that ILA, MSG, LNE and
Holdings may agree in writing (such date, the “Closing Date”).



(b) On the Closing Date:




	 	(i)	 	in accordance with Section 6.7(b), LNE
shall (1) pay to ILA an amount in cash equal to $8,648,787.50 and (2)
deliver to ILA 374,408 shares of LNE Common Stock (representing the
quotient of (i) $3,923,196.79 divided by (ii) the LNE Closing Price);






	 	(ii)	 	FLMG shall pay immediately prior to the Closing
the Stub Amount to the Persons entitled thereto, including the Azoff
Trust, MSG Sub and Holdings;






	 	(iii)	 	in accordance with Section 2.4(b), LNE
shall pay to ILA an amount in cash equal to $649,600.56;






	 	(iv)	 	the Sellers shall deliver to Holdings
certificates representing the Acquired Shares, duly endorsed in blank
or accompanied by stock powers duly executed in blank, in proper form
for transfer;






	 	(v)	 	FLMG shall register the Acquired Shares in the
stock register of FLMG in the name of Holdings, and shall provide
evidence reasonably satisfactory to LNE and Holdings of such
registration;






	 	(vi)	 	LNE shall issue to each of the Azoff Trust and
MSG Sub the number of shares of LNE Common Stock to be delivered
pursuant to Section 2.1(c);






	 	(vii)	 	LNE shall pay to the Azoff Trust the cash
consideration to be delivered pursuant to Section 2.1(d) by
wire transfer of immediately available funds to the bank accounts
designated by the Azoff Trust in a writing delivered to LNE not less
than two Business Days prior to the Closing Date; and






	 	(viii)	 	LNE shall pay to each Seller the cash consideration to be delivered
pursuant to Section 2.3 in lieu of fractional shares by wire
transfer of immediately available funds to the bank accounts designated
by such Seller not less than two Business Days prior to the Closing
Date.





ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE SELLERS




Each of (a) the Azoff Sellers, jointly and severally, with respect to ILA and the Azoff Trust
(and not MSG or MSG Sub); and (b) MSG (which shall be deemed to be a Seller for purposes of this
ARTICLE III other than Section 3.4) and MSG Sub, jointly and severally, with
respect to MSG and MSG Sub (and not ILA or the Azoff Trust), represents and warrants to LNE and
Holdings on the date of this Agreement and as of the Closing as follows:



3.1 Due Authority; Binding Effect. 



(a) If such Seller is an individual, such Seller has all requisite power and authority to
execute, deliver and perform his or her obligations under this Agreement. If such Seller is
married, he or she has delivered to LNE and Holdings a duly executed copy of a spousal consent in
the form attached hereto as Exhibit A.



(b) If such Seller is not an individual, such Seller is duly organized, validly existing and
in good standing under the laws of the jurisdiction in which it is organized. Such Seller has all
requisite power and authority to execute, deliver and perform its obligations under this Agreement.



(c) This Agreement has been duly executed and delivered by such Seller. This Agreement
constitutes, and each of the other agreements, instruments and documents of such Seller
contemplated hereby will constitute when executed and delivered by such Seller the legal, valid and
binding obligations of such Seller, enforceable against it in accordance with their terms, except
as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent
conveyance or transfer, moratorium or similar laws affecting the enforcement of creditors’ rights
generally and by general principles of equity relating to enforceability (regardless of whether
considered in a proceeding at law or in equity).



3.2 Non-Contravention. The execution, delivery and performance by each Seller of this
Agreement and the transactions contemplated hereby (a) have been duly authorized by all necessary
corporate or equivalent action of such Seller, (b) do not contravene the terms of the
organizational documents of such Seller, (c) do not violate, conflict with or result in any breach,
default or contravention of (or with due notice or lapse of time or both would result in any
breach, default or contravention of), or the creation of any Lien under, any Contractual Obligation
of such Seller or any Requirement of Law applicable to, such Seller (except for any such violation,
conflict, breach, default or contravention that, individually or in the aggregate, would not
reasonably be expected to prevent or materially delay the ability of such Seller to perform its
obligations under this Agreement) and (d) do not violate any judgment, injunction, writ, award,
decree or order of any nature of any Governmental Authority (collectively, “Orders”)
against, or binding upon, such Seller.



3.3 Governmental Authorization; Third Party Consents. Except for the reporting
requirements under the Exchange Act, no approval, consent, compliance, exemption, authorization or
other action by, or notice to, or filing with, any Governmental Authority or any other Person, and
no lapse of a waiting period under any Requirement of Law, is necessary or required in connection
with the execution, delivery or performance by, or enforcement against, such Seller of this
Agreement or the transactions contemplated hereby.



3.4 Title to Acquired Shares.



(a) Such Seller owns beneficially and of record, free and clear of any Liens (other than those
arising under the Second Amended and Restated Stockholders Agreement), such Seller’s Acquired
Shares. Such Seller does not have any right, title or interest in any Common Stock, Stock
Equivalents or other securities of FLMG other than such Seller’s Acquired Shares (and, with respect
to ILA, the ILA Option). Upon such Seller’s delivery of such Seller’s Acquired Shares and exchange
therefor pursuant hereto, good and valid title to such Acquired Shares, free and clear of all
Liens, other than restrictions on transfer under applicable state and federal securities laws or
arising under the Second Amended and Restated Stockholders Agreement, will pass to Holdings.



(b) Except under the Second Amended and Restated Stockholders Agreement, such Seller (i) is
not a party to any, and has not granted to any other Person any, and there are no, options,
warrants, conversion privileges, subscription or purchase rights or other rights outstanding as of
the date of this Agreement to purchase or otherwise acquire such Seller’s Acquired Shares, any
Stock Equivalents or any other securities of FLMG and (ii) is not a party to any voting agreement,
voting trust, proxy or other agreement or understanding with respect to the voting of any of such
Seller’s Acquired Shares.



3.5 Independent Knowledge; No Other Representations. Each Seller hereby acknowledges
and agrees that LNE and its affiliates and their respective directors, officers, employees,
partners, members, shareholders and agents (collectively, the “LNE Affiliates”) expressly
disclaims any and all liability, and shall have no liability whatsoever, for representations or
warranties, express or implied, contained in, or for omissions from, any written or oral
information made available by LNE or any LNE Affiliates in connection with entering into this
Agreement or consummating the transactions contemplated by this Agreement, in each case other than
the representations and warranties of LNE and Holdings expressly set forth in this Agreement
(collectively, the “LNE Representations”). Each of the Sellers further acknowledges that
it is not relying upon any information, representation or warranty by LNE or any LNE Affiliates in
determining to enter into this Agreement or consummating the transactions contemplated by this
Agreement, and that LNE or any LNE Affiliates have not made any representations or warranties to
such Seller in connection therewith, in each case other than the LNE Representations. Each of the
Sellers acknowledges that such Seller has, independently and without reliance upon any
representation made by LNE or any LNE Affiliates other than the LNE Representations, and based on
such documents and information as such Seller, as applicable, has deemed appropriate, made its own
appraisal of and investigation into the business, operations, property, financial and other
condition, investment merits and consequences of its sale or purchase, as applicable, of the FLMG
Common Stock and the LNE Common Stock and made its own decision with respect to its sale or
purchase, as applicable, of the FLMG Common Stock and the LNE Common Stock. Each of the Sellers
represents that it has consulted to the extent deemed appropriate by it with its own advisers as to
the financial, tax, legal and related matters concerning a sale or purchase, as applicable, of the
FLMG Common Stock and the LNE Common Stock and on that basis understands the financial, legal, tax
and related consequences of a sale or purchase, as applicable, of the FLMG Common Stock and the LNE
Common Stock, and believes that a sale or purchase, as applicable, of the FLMG Common Stock and the
LNE Common Stock is suitable and appropriate for it. Each of the Sellers acknowledges that,
subject to Section 4.6, LNE and the LNE Affiliates have or may have confidential
information relating to LNE and its Subsidiaries and FLMG and its investments that has not been
disclosed to such Seller, and that notwithstanding such non-disclosure such Seller has received
information deemed by it to be sufficient to allow it to make an independent and informed decision
with respect to its sale or acquisition, as applicable, of the FLMG Common Stock and the LNE Common
Stock.



3.6 Purchase for Own Account.



(a) Such Seller is an “accredited investor” as that term is defined in Rule 501 of Regulation
D under the Securities Act.



(b) Such Seller is acquiring the LNE Common Stock for investment and not with a present view
toward, or for sale in connection with, any distribution thereof in violation of the Securities
Act, nor with any present intention of distributing or selling the LNE Common Stock in violation of
the Securities Act. Each Seller agrees that the LNE Common Stock may not be sold, transferred,
offered for sale, pledged, hypothecated or otherwise disposed of without registration under the
Securities Act and any applicable state securities laws, except pursuant to an exemption from such
registration under such act and such laws. For the avoidance of doubt, nothing herein shall limit
such Seller’s right to sell, transfer, offer for sale, pledge, hypothecate or otherwise dispose of
any or all of the LNE Common Stock at any time or from time to time pursuant to such registrations
(including registration in accordance with Section 5.7 hereof) or pursuant to each
exemption.



(c) Such Seller is able to bear the economic risk of holding the LNE Common Stock for an
indefinite period, and has knowledge and experience in financial and business matters such that
they are capable of evaluating the risks of an investment in the LNE Common Stock.



3.7 Broker’s, Finder’s or Similar Fees. There are no brokerage commissions, finder’s
fees or similar fees or commissions payable by the Sellers in connection with the transactions
contemplated hereby based on any Contractual Obligation of the Sellers or any action taken by the
Sellers.



ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF LNE AND HOLDINGS




LNE and Holdings, jointly and severally, represent and warrant to the Sellers on the date of
this Agreement and as of the Closing as follows:



4.1 Existence and Power. LNE and Holdings are corporations duly organized, validly
existing and in good standing under the laws of the State of Delaware. LNE and Holdings have all
requisite corporate power and authority to execute, deliver and perform their obligations under
this Agreement.



4.2 Authorization; No Contravention. The execution, delivery and performance by LNE
and Holdings of this Agreement and the transactions contemplated hereby (i) have been duly
authorized by all necessary corporate action of LNE and Holdings, (ii) do not contravene the terms
of the certificates of incorporation or by-laws of LNE or Holdings, (iii) do not violate, conflict
with or result in any breach, default or contravention of (or with due notice or lapse of time or
both would result in any breach, default or contravention of), or the creation of any Lien under,
any Contractual Obligation of LNE or Holdings or any Requirement of Law applicable to LNE or
Holdings (except for any such violation, conflict, breach, default or contravention that,
individually or in the aggregate, would not reasonably be expected to have a Material Adverse
Effect on LNE or Holdings), and (iv) do not violate any Orders against, or binding upon, LNE or
Holdings.



4.3 Binding Effect. This Agreement has been duly executed and delivered by each of
LNE and Holdings, and this Agreement constitutes, and each of the other agreements, instruments and
documents of LNE and Holdings contemplated hereby will constitute when executed and delivered by
LNE and Holdings, the legal, valid and binding obligations of LNE and Holdings, enforceable against
them in accordance with their terms, except as enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar
laws affecting the enforcement of creditors’ rights generally and by general principles of equity
relating to enforceability (regardless of whether considered in a proceeding at law or in equity).



4.4 Governmental Authorization: Third Party Consents. Except for the reporting
requirements under the Exchange Act and the requirements of NYSE applicable to LNE (other than any
shareholder approval requirements), no approval, consent, compliance, exemption, authorization or
other action by, or notice to, or filing with, any Governmental Authority or any other Person, and
no lapse of a waiting period under any Requirement of Law, is necessary or required in connection
with the execution, delivery or performance by, or enforcement against, LNE or Holdings of this
Agreement or the transactions contemplated hereby.



4.5 Capital Stock. All of the LNE Common Stock to be issued hereunder will be, when
issued, duly authorized, validly issued, fully paid and non-assessable and will be delivered free
and clear of all Liens, other than restrictions on transfer under applicable state and federal
securities laws.



4.6 SEC Filings; Financial Information; Absence of Certain Changes



(a) LNE has filed with the SEC (i) LNE’s annual report on Form 10-K for the year ended
December 31, 2009, including all amendments thereto; (ii) quarterly reports on Form 10-Q for the
quarters ended March 31, June 30 and September 30, 2010, including all amendments thereto; and
(iii) all other reports, statements, schedules and registration statements required to be filed
with the SEC since January 1, 2010 (the documents referred to in this Section 4.6(a), as
amended, collectively, the “LNE SEC Documents”).



(b) As of its filing date, each LNE SEC Document (i) complied as to form in all material
respects with the applicable requirements of the Securities Act or Exchange Act, as the case may
be, and the rules and regulations of the SEC thereunder, and (ii) did not contain any untrue
statement of a material fact or omit to state any material fact required to be stated therein or
necessary in order to make the statements made therein, in the light of the circumstances under
which they were made, not misleading.



(c) Each of the consolidated financial statements of LNE included in the LNE SEC Documents
complied at the time it was filed as to form in all material respects with applicable accounting
requirements and the published rules and regulations of the SEC with respect thereto, was prepared
in accordance with United States generally accepted accounting principles (except, in the case of
unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during
the periods involved (except as may be indicated in the notes thereto) and fairly presented in all
material respects the consolidated financial position of LNE and its consolidated subsidiaries as
of the dates thereof and the consolidated results of their operations and cash flows for the
periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments).



(d) Since September 30, 2010, except for conditions affecting the live entertainment industry
as a whole and other than as publicly disclosed on a Form 8-K filed after September 30, 2010 and
prior to the date hereof, there has not been any material adverse change in the financial
condition, properties, business or results of operations of LNE and its Subsidiaries or any
material adverse event or development or combination of events or developments that, individually
or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on
LNE and its Subsidiaries.



4.7 Purchase for Own Account.



(a) LNE and Holdings are “accredited investors” as that term is defined in Rule 501 of
Regulation D under the Securities Act.



(b) LNE and Holdings are acquiring the Acquired Shares for investment and not with a view
toward, or for sale in connection with, any distribution thereof, nor with any present intention of
distributing or selling the Acquired Shares. LNE and Holdings agree that the Acquired Shares may
not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of without
registration under the Securities Act and any applicable state securities laws, except pursuant to
an exemption from such registration under such act and such laws and in compliance with the Second
Amended and Restated Stockholders Agreement.



(c) LNE and Holdings are able to bear the economic risk of holding the Acquired Shares for an
indefinite period, and has knowledge and experience in financial and business matters such that
they are capable of evaluating the risks of an investment in the Acquired Shares.



4.8 Broker’s, Finder’s or Similar Fees. There are no brokerage commissions, finder’s
fees or similar fees or commissions payable by LNE or Holdings in connection with the transactions
contemplated hereby based on any Contractual Obligation with LNE or Holdings or any action taken by
LNE or Holdings.



ARTICLE V

CERTAIN COVENANTS




5.1 Commercially Reasonable Efforts; Cooperation.



(a) Subject to the terms and conditions herein provided, each of the parties hereto agrees to
use its commercially reasonable efforts to take, or cause to be taken, all appropriate action, and
to do, or cause to be done, all things necessary, proper or advisable under applicable Requirements
of Law to consummate and make effective, in the most expeditious manner practicable, the
transactions contemplated by this Agreement. Without limiting the foregoing, each of the Sellers,
MSG, LNE and Holdings shall use its respective commercially reasonable efforts to make promptly any
required submissions under any applicable Requirements of Law that either ILA, MSG Sub, MSG, LNE or
Holdings reasonably determines is required to be made, in each case, with respect to the
transactions contemplated hereby and to respond as promptly as practicable to all inquiries
received from any Governmental Authority with respect to such submissions for additional
information or documentation.



(b) The Azoff Sellers and LNE hereby amend the ILA LNE Employment Agreement by deleting
Sections 13 and 20(g) therein.



5.2 Expenses; Transfer Taxes.



(a) Except as expressly set forth in this Agreement, whether or not the Closing occurs, all
costs and expenses incurred in connection with this Agreement or any related document or agreement
and the transactions contemplated hereby and thereby shall be paid by the party incurring such
expense.



(b) All transfer, documentary, sales, use, registration and other such taxes (including all
applicable real estate transfer or gains taxes) and related fees (including any penalties, interest
and additions to tax) incurred in connection with this Agreement and the transactions contemplated
hereby shall be the responsibility of the Sellers, and the parties shall cooperate in timely making
all filings, returns, reports and forms as may be required to comply with the provisions of such
tax laws.



5.3 Publicity. From the date of this Agreement, no press release or public
announcement concerning this Agreement or the transactions contemplated hereby will be issued by
any party hereto or any of its Affiliates, without the prior consent of LNE, ILA and MSG, which
consent shall not be unreasonably withheld, except for any such release or announcement that any
party reasonably determines is required by any Requirements of Law applicable to such party or any
of its Affiliates or the rules of any securities exchange on which the securities of such Person or
any of its Affiliates are listed or traded, in which case, the party required to make the release
or announcement will, to the extent practicable, allow the other parties reasonable time to comment
on such release or announcement in advance of such issuance.



5.4 Permitted Transferee; Other FLMG Matters.



(a) For purposes of the definition of “Permitted Transferee” in Section 1.1 of the Second
Amended and Restated Stockholders Agreement, each of the parties hereto consents to the designation
of Holdings as a Permitted Transferee of the Sellers with respect to the transactions contemplated
hereby.



(b) Holdings agrees that it shall not vote in favor of any proposed amendment to the
indemnification provisions contained in the Certificate of Incorporation or bylaws of FLMG as
applied to any Azoff Trust Designee or MSG Designee (as such terms are defined in the Second
Amended and Restated Stockholders Agreement), or any former Azoff Trust Designee or MSG Designee,
to the extent such provisions relate to actions or omissions on or prior to the Closing Date.



(c) LNE shall, or shall cause FLMG to, as of the Closing Date, continue to maintain in effect,
for a period of six (6) years from and after the Closing Date, the directors’ and officers’
liability coverage of FLMG’s existing directors’ and officers’ insurance policies and FLMG’s
existing fiduciary liability insurance policies, in each case with terms, conditions, retentions
and limits of liability that are in the aggregate no less favorable than as provided in FLMG’s
existing policies as of the Closing Date, in each case with such modifications as may be necessary
to include coverage with respect to any matter claimed against any current or former Azoff Trust
Designee or MSG Designee, in his or her capacity as a former director of FLMG; provided,
however, that in no event shall LNE or FLMG be required to expend for such policies
pursuant to this sentence an annual premium amount in excess of 300% of the amount per annum FLMG
paid in 2010; and provided, further, that if the aggregate premiums of such
insurance coverage exceed such amount, LNE or FLMG shall be obligated to obtain a policy with the
greatest coverage available with respect to such matters that can be obtained for a cost not
exceeding such amount.



(d) By their execution hereof, each of the parties acknowledges and agrees that, effective as
of the Closing, the Second Amended and Restated Stockholders Agreement shall be terminated, null
and void and of no further force or effect.



5.5 2010 FLMG Dividend. Prior to the Closing, FLMG’s Board of Directors has declared
a FLMG dividend for the year ended December 31, 2010 in an aggregate amount equal to $20,080,656,
and such dividend has been paid.



5.6 Certain Matters Regarding the LNE Common Stock.



In connection with, and as a condition to, the issuance of any LNE Common Stock to a Seller,
each of (a) the Azoff Sellers, jointly and severally, with respect to ILA and the Azoff Trust (and
not MSG or MSG Sub); and (b) MSG (which shall be deemed to be a Seller for purposes of this
Section 5.6) and MSG Sub, jointly and severally, with respect to MSG and MSG Sub (and not
ILA or the Azoff Trust) agree as follows:



(a) Seller acknowledges that such Seller has had an opportunity to review documents filed by
LNE pursuant to the Exchange Act with the SEC subsequent to December 31, 2008.



(b) Seller understands that the LNE Common Stock being exchanged have not been registered with
any state or federal agency, partially in reliance upon the representations herein. Seller
acknowledges that the LNE Common Stock issued hereunder were issued in a transaction believed to be
exempt from the registration provisions of the Securities Act.



(c) Pursuant to Section 3.6(a), each Seller has represented that such Seller is an
“accredited investor” as that term is defined in Rule 501 of Regulation D under the Securities Act.



(d) Seller will not sell or otherwise distribute the LNE Common Stock unless it is registered
under the Securities Act and registered or qualified, if required, under the securities laws of the
states or other jurisdictions in which it is to be sold, or unless (i) such sale or other
distribution may be effected pursuant to the exemption from registration under the Securities Act,
including the exemption provided by Rule 144 thereunder, or (ii) Seller delivers to Parent (x) a
no-action letter from the SEC and the appropriate state or other jurisdiction’s securities
officials as to such proposed sale or sales or (y) an opinion of counsel, which opinion and which
counsel shall be reasonably satisfactory to Parent, to the effect that registration of the LNE
Common Stock is not required under the Securities Act and any such state’s or other jurisdiction’s
laws in connection with the proposed sale and distribution.



(e) Seller understands and agrees that the certificates for LNE Common Stock received by it
will be legended substantially as follows until such time that such LNE Common Stock is transferred
pursuant to an effective registration statement or in accordance with an exemption from the
registration requirements of the Securities Act, or until such time as LNE may notify the transfer
agent for such LNE Common Stock that the legend shall be removed:



“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933 AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT OR IN ACCORDANCE WITH AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT OF 1933.”



(f) MSG and MSG Sub hereby agree that MSG Sub will not sell the LNE Common Stock pursuant to
the registration statement contemplated by Section 5.7 hereof prior to March 2, 2011.



5.7 Resale Shelf Registration Statement.



(a) Promptly following the Closing (but in no case later than the close of business on the
first Business Day following the Closing), LNE shall register for resale on an automatically
effective Form S-3 registration statement filed with the SEC the Registrable Shares exchanged for
the Acquired Shares, and promptly upon the request of any Seller, LNE shall register or qualify
such Registrable Shares under any applicable state securities laws (if any), and shall keep such
registration statement and such registration or qualification effective, current and available
until the earliest of (i) such time as all Registrable Shares covered thereby have been sold or can
be sold under Rule 144 of the Securities Act without any limitation (including without the
necessity of any filing thereunder), (ii) there are no Registrable Shares beneficially owned by
Sellers or (iii) the first anniversary of the effective date of such registration statement. If a
Seller desires to sell Registrable Shares after the first anniversary of the effective date of such
registration statement but is prevented from doing so because of limitations under Rule 144 of the
Securities Act on the volume or method of transfer applicable to the sale of such Registrable
Shares, then upon written request of such Seller, LNE will use commercially reasonable efforts to
re-register or maintain the effective registration of such Registrable Shares as set forth above
(including by filing a registration statement on Form S-3, to the extent available, to re-register
such Registrable Shares).



(b) LNE shall furnish to each Seller an electronic version of a conformed copy of the
registration statement and of each such amendment and supplement thereto (in each case including
all exhibits), an electronic version of a copy of the prospectus contained in such registration
statement and any supplements thereto and any other prospectus filed under Rule 424 under the
Securities Act, in conformity with the requirements of the Securities Act, and such other
documents, including documents incorporated by reference, as each Seller may reasonably request.



(c) LNE shall pay all expenses (other than any underwriting or brokerage fees) in connection
with such registration and resale under the Securities Act, and such registration or qualification
under any applicable state securities laws (if any). LNE shall cause all Registrable Shares to be
listed or included on the principal securities exchange or quotation system on which LNE Common
Stock is otherwise listed or included from time to time.



(d) LNE shall indemnify and hold harmless each Seller, and its respective officers, directors,
partners, managers, employees, representatives, agents, trustees and controlling persons from and
against any Loss or any actions in respect thereof, to which any of such persons may become subject
under the Securities Act or otherwise, arising out of or based upon any untrue statement or alleged
untrue statement of a material fact required to be stated or necessary to make the statements not
misleading in any such registration statement (including any document incorporated by reference
therein), except to the extent that such Loss is caused by any such untrue statement or alleged
untrue statement based upon information relating to such Seller that is supplied by such Seller for
inclusion in such registration statement (including any prospectus related thereto).



(e) Each of (a) the Azoff Sellers, jointly and severally, with respect to ILA and the Azoff
Trust (and not MSG); and (b) MSG, with respect to MSG (and not ILA or the Azoff Trust) shall
indemnify and hold harmless LNE, and its respective officers, directors, partners, managers,
employees, representatives, agents, trustees and controlling persons from and against any Loss or
any actions in respect thereof, to which any of such persons may become subject under the
Securities Act or otherwise, arising out of or based upon any untrue statement or alleged untrue
statement of a material fact required to be stated or necessary to make the statements not
misleading in any such registration statement (including any document incorporated by reference
therein), to the extent, but only to the extent, that such Loss is caused by any such untrue
statement or alleged untrue statement based upon information relating to such Seller that is
supplied by such Seller for inclusion in such registration statement (including any prospectus
related thereto).



(f) Upon the filing of the registration statement referred to in Section 5.7(a), LNE
shall notify the transfer agent for the Sellers’ LNE Common Stock that the restrictive legend
described in Section 5.6(e) shall be removed from the Sellers’ LNE Common Stock. Promptly (but in
no case later than three (3) Business Days) following a transfer of Registrable Shares by MSG Sub,
MSG Sub shall notify LNE whether such transfer was made pursuant to an effective registration
statement or in accordance with an exemption from the registration requirements of the Securities
Act.



(g) LNE shall prepare and file in a timely manner, information, documents and reports in
compliance with the Exchange Act so as to comply with the requirements of such Act and the rules
and regulations thereunder. If at any time LNE is not required to file reports in compliance with
either Section 13 or Section 15(d) of the Exchange Act, LNE at its expense will reasonably
promptly, upon the written request of a Seller, make available adequate current public information
with respect to LNE within the meaning of Rule 144(c)(2) under the Securities Act.



5.8 Tax Group Consolidation. Prior to the Closing, LNE and Holdings shall cause the
dissolution of TicketWeb LLC, a Delaware limited liability company and shall cause any Common Stock
received by Subsidiaries of LNE in connection with such dissolution to be transferred to Holdings.



5.9 FLMG Equity Plan. Immediately prior to Closing, FLMG shall cause any FLMG Stock
Plans then in effect to terminate as of the Closing.



ARTICLE VI

INDEMNIFICATION




6.1 Indemnification by the Seller. Each of (a) the Azoff Sellers, jointly and
severally, with respect to ILA and the Azoff Trust (and not MSG or MSG Sub); and (b) MSG and MSG
Sub, jointly and severally, with respect to MSG and MSG Sub (and not ILA or the Azoff Trust) shall
indemnify LNE and Holdings and their Affiliates, and each of their respective stockholders,
partners, members, officers, directors, employees, agents and representatives (other than the
Sellers) (collectively, the “Purchaser Indemnitees”) against and hold them harmless from
any and all Losses suffered or incurred by any such Purchaser Indemnitee arising out of or
resulting from (i) the failure to be true of any representation or warranty of such Seller or MSG
contained in ARTICLE III (it being agreed and acknowledged by the parties that only for
purposes of calculating Losses of Purchaser Indemnitees in respect of a claim for indemnification
pursuant to this Section 6.1 (and not for purposes of determining whether or not any such
representation and warranty is true), the representations and warranties of such Seller or MSG
contained in ARTICLE III shall not be deemed qualified by any references herein to
materiality generally, or whether or not any such breach results or may result in a Material
Adverse Effect; it being the intention of the parties hereto that the Purchaser Indemnitees shall
be indemnified and held harmless from and against any and all Losses suffered or incurred by them
resulting from, arising out of, based on or relating to the failure of any such representation or
warranty to be true, correct and complete in any respect, determined in each case without regard to
any qualification as to materiality or Material Adverse Effect), or (ii) any breach of any other
covenant or agreement of such Seller or MSG in this Agreement.



6.2 Indemnification by LNE and Holdings. LNE and Holdings shall (and shall cause any
successor in interest to the Acquired Shares to) indemnify the Sellers, MSG and their respective
Affiliates, and each of their respective stockholders, partners, members, officers, directors,
employees, agents and representatives (collectively, the “Seller Indemnitees”) against and
hold them harmless from any Losses suffered or incurred by the Seller Indemnitees arising out of or
resulting from (i) any Third Party Claim against a Seller Indemnitee with respect to any matters
occurring prior to the Closing based upon the fact that such Seller was a stockholder of FLMG, (ii)
the failure to be true of any representation or warranty of LNE or Holdings in this Agreement (it
being agreed and acknowledged by the parties that only for purposes of calculating Losses of the
Seller Indemnitees in respect of a claim for indemnification pursuant to this Section 6.2
(and not for purposes of determining whether or not any such representation and warranty is true),
the representations and warranties of LNE and Holdings contained in ARTICLE IV shall not be
deemed qualified by any references herein to materiality generally, or whether or not any such
breach results or may result in a Material Adverse Effect; it being the intention of the parties
hereto that the Seller Indemnitees shall be indemnified and held harmless from and against any and
all Losses suffered or incurred by them resulting from, arising out of, based on or relating to the
failure of any such representation or warranty to be true, correct and complete in any respect,
determined in each case without regard to any qualification as to materiality or Material Adverse
Effect), or (iii) any breach of any covenant or agreement of LNE or Holdings in this Agreement.



6.3 Procedures Relating to Indemnification.



(a) In order for any indemnified party (“Indemnified Party”) specified in Section
6.1 or 6.2, as applicable, to be entitled to any indemnification provided for under
Section 6.1 or 6.2, respectively, arising out of or resulting from any claim made
by any Person other than the parties hereto or any of their Affiliates against the Indemnified
Party (each, a “Third Party Claim”), such Indemnified Party must notify the indemnifying
party (the “Indemnifying Party”) in writing, and in reasonable detail, of the Third Party
Claim promptly after receipt by such Indemnified Party of written notice of the Third Party Claim;
provided, however, that failure to give such notification shall not affect the
indemnification provided hereunder except to the extent the Indemnifying Party shall have been
materially and actually prejudiced as a result of such failure. Thereafter, the Indemnified Party
shall deliver to the Indemnifying Party, within five Business Days after the Indemnified Party’s
receipt thereof, copies of all notices and documents (including court papers) received by the
Indemnified Party relating to the Third Party Claim.



(b) If a Third Party Claim is made against an Indemnified Party, the Indemnifying Party shall
be entitled to participate in the defense thereof and, if it so chooses and acknowledges its
obligation to indemnify the Indemnified Party therefor, to assume the defense thereof with counsel
selected by the Indemnifying Party; provided that such counsel is not reasonably objected
to by the Indemnified Party. Should the Indemnifying Party so elect to assume the defense of a
Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party for legal
expenses subsequently incurred by the Indemnified Party in connection with the defense thereof
(except in the case of a conflict of interest, as described below). If the Indemnifying Party
assumes such defense, the Indemnified Party shall have the right to participate in the defense
thereof and to employ counsel, at its own expense, separate from the counsel employed by the
Indemnifying Party, it being understood that the Indemnifying Party shall control such defense
(except that if, in the reasonable judgment of an Indemnified Party, a conflict of interest exists
between the Indemnifying Party and the Indemnified Party, the Indemnified Party may employ its own
counsel, separate from the counsel employed by the Indemnifying Party, and may control its defense
to the extent deemed necessary by the Indemnified Party). The Indemnifying Party shall be liable,
in respect of any Third Party Claim, for the fees and expenses of one counsel for all the
Indemnified Parties for any period during which the Indemnifying Party is not assuming the defense
thereof or during a conflict of interest (as described above).



(c) If the Indemnifying Party so elects to assume the defense of any Third Party Claim, all of
the Indemnified Parties shall cooperate with the Indemnifying Party in the defense or prosecution
thereof. In any event, the Indemnified Party and its counsel shall cooperate with the Indemnifying
Party and its counsel and, except to the extent related to any conflict of interest, shall not
assert any position in any proceeding inconsistent with that asserted by the Indemnifying Party;
provided, however, that the foregoing shall not prevent the Indemnified Party from
taking the position that it is entitled to indemnification hereunder. All out-of-pocket costs and
expenses incurred in connection with an Indemnified Party’s cooperation shall be borne by the
Indemnifying Party. Such cooperation shall include the retention and (upon the Indemnifying
Party’s request) the provision to the Indemnifying Party of records and information which are
reasonably relevant to such Third Party Claim, and making employees available on a mutually
convenient basis to provide additional information and explanation of any material provided
hereunder. Whether or not the Indemnifying Party shall have assumed the defense of a Third Party
Claim, the Indemnified Party shall not be entitled to any indemnification hereunder with respect to
any admission of any liability or any settlement, compromise or discharge of any Third Party Claim
effected without the Indemnifying Party’s prior written consent (which consent shall not be
unreasonably withheld). If the Indemnifying Party shall have assumed the defense of a Third Party
Claim, the Indemnified Party shall agree to any settlement, compromise or discharge of such Third
Party Claim which: (i) the Indemnifying Party may recommend; (ii) by its terms obligates the
Indemnifying Party to pay the full amount of the liability in connection with such Third Party
Claim; (iii) releases the Indemnified Party completely from and in connection with such Third Party
Claim; and (iv) would not otherwise adversely affect the Indemnified Party or require any relief
other than monetary damages.



(d) Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the
defense of any Third Party Claim (and shall be liable for the fees and expenses of counsel incurred
by the Indemnified Party in defending such Third Party Claim) if the Third Party Claim seeks an
order, injunction or other equitable relief or relief for other than money damages against the
Indemnified Party. The indemnification required by Sections 6.1 and 6.2 shall be
made by periodic payments of the amount thereof during the course of the investigation or defense,
as and when bills are received or Losses are incurred. All claims under Sections 6.1 and
6.2 that are Third Party Claims shall be governed by Section 6.3.



(e) The indemnification provisions of this ARTICLE VI (i) shall apply without regard
to, and shall not be subject to, any limitation by reason of set-off, limitation or otherwise and
(ii) are intended to be comprehensive and not to be limited by any Requirements of Law concerning
prominence of language or waiver of any legal right under any law. The obligations of the parties
set forth in this ARTICLE VI shall be conditioned upon the Closing having occurred.



6.4 Other Claims. If any Indemnified Party should have a claim against any
Indemnifying Party under Section 6.1 or 6.2, as applicable, that does not involve a
Third Party Claim being asserted against or sought to be collected from such Indemnified Party, the
Indemnified Party shall deliver notice of such claim with reasonable promptness to the Indemnifying
Party. The failure by any Indemnified Party so to notify the Indemnifying Party shall not relieve
the Indemnifying Party from any liability which it may have to such Indemnified Party under
Section 6.1 or 6.2, as applicable, except to the extent that the Indemnifying Party
demonstrates that it has been materially and actually prejudiced as a result of such failure. If
the Indemnifying Party does not notify the Indemnified Party within 30 days following its receipt
of such notice that the Indemnifying Party disputes its liability to the Indemnified Party under
Section 6.1 or 6.2, as applicable, such claim specified by the Indemnified Party in
such notice shall be conclusively deemed a liability of the Indemnifying Party under Section
6.1 or 6.2, as applicable, and the Indemnifying Party shall pay the amount of such
liability to the Indemnified Party on demand or, in the case of any notice in which the amount of
the Losses (or any portion thereof) is estimated, on such later date when the amount of such Losses
(or such portion thereof) becomes finally determined. If the Indemnifying Party disputes its
liability with respect to such claim within such 30 day period, the Indemnifying Party and the
Indemnified Party shall resolve such dispute as follows: (i) first, the parties shall negotiate in
good faith to resolve such dispute for a period of up to 21 days, then (ii) if the Indemnifying
Party and the Indemnified Party are unable to reach an agreement, such dispute shall be resolved in
accordance with Section 8.8.



6.5 Limit on Indemnification. Notwithstanding anything to the contrary contained in
this Agreement, the maximum amount of the obligations of each Seller under Section 6.1 and
LNE and Holdings’ obligation under Section 6.2 in the aggregate shall, in each case, be an
amount equal to the product of the Acquired Share Price multiplied by the number of Acquired Shares
exchanged or sold by such Seller, provided that this Section 6.5 shall not operate
to limit the liability of any party under ARTICLE VII. Notwithstanding anything to the
contrary in this Agreement, MSG and MSG Sub shall be deemed to a single Seller for purposes of this
Section 6.5.



6.6 Exclusive Remedy. Other than in the case of fraud, the right of the Indemnified
Parties to assert claims for indemnification and to receive indemnification pursuant to this
ARTICLE VI shall, after the Closing, be the Indemnified Parties’ sole and exclusive remedy
for the matters described in Sections 6.1, 6.2 and 6.3.



6.7 Tax Treatment; Gross Up Provisions.



(a) Except to the extent otherwise required pursuant to a Determination or a change in
Requirements of Law, the parties agree to treat any indemnity payment made under Section
6.1 or 6.2 as an adjustment to the consideration paid by LNE in connection with the
purchase of the Acquired Shares for all federal, state, local and foreign tax purposes.



(b) In connection with the transfer of the ILA Shares pursuant to Section 2.1(a) and
the payment to the Azoff Trust of its portion of the Stub Amount pursuant to Section
2.5(b)(ii), ILA shall be entitled to receive on the Closing Date $12,571,984.29. Such “gross
up” payment will be made, at LNE’s option, in cash or in shares of LNE Common Stock based on the
LNE Closing Price, and shall satisfy any remaining obligations of FLMG under the Restricted Stock
Award Agreement, dated as of June 8, 2007, between FLMG and ILA.



6.8 No Special Damages. In no event shall any Indemnifying Party be liable to any
Indemnified Party for any consequential, indirect, incidental or other similar damages, including
lost profits, lost revenues, business interruption, cost of capital or loss of business reputation
or opportunity, or punitive or special damages for any breach or default under, or any act or
omission arising out of or in any way relating to, this Agreement or the transactions contemplated
hereby (other than indemnification for amounts paid or payable to third parties in respect of any
Third Party Claim for which indemnification hereunder is otherwise required).



ARTICLE VII

NON-COMPETITION; NON-SOLICITATION




7.1 Introduction. The Azoff Sellers acknowledge and recognize the highly competitive
nature of the businesses of LYV and its Affiliates and accordingly agree, as a condition to the
parties entering into the Agreement, to the non-competition and non-solicitation provisions
contained in this Section. Notwithstanding anything to the contrary contained in this Agreement,
nothing in the ARTICLE VII shall apply to MSG, MSG Sub or any of their Affiliates.



7.2 Non-Competition. The Azoff Sellers covenant and agree that, from the Closing
until October 29, 2016 (the “Exclusivity Period”), they will not, directly or indirectly
(including through any Affiliate or Related Person), whether in any of the fifty-eight (58)
counties of the State of California, or in any state or county in the United States or any other
foreign country or jurisdiction in which LYV is presently doing business, do, or directly or
indirectly aid any Person to do, any of the following, without the prior written consent of the
board of directors of LNE (or a committee thereof):



(a) engage in the Music Business or any aspect of the Music Business, have any interest or
involvement (whether as agent, employee, consultant, advisor, creditor, lender, proprietor,
partner, stockholder, officer, director, member or other type of principal) in, participate, assist
or render any services or give advice to, whether for compensation or not, any Person (other than
LYV) which is engaged in or becomes engaged in the Music Business with respect to the Music
Business;



(b) advise, solicit, request or instruct any Business Partner to use the services of a
competitor of LYV in a manner that could reasonably be expected to result in the cessation or a
material reduction in the amount of the business between the Business Partner and LYV;



(c) advise, request or instruct any present customer of, or Artist, or other talent or
executive talent known to be associated with, FLMG or its Subsidiaries to withdraw, curtail or
cancel or in any other way lessen its business dealing with FLMG or its Subsidiaries; or



(d) except as necessary for the conduct of LYV’s affairs in the ordinary course of business
consistent with past practices, disclose to any Person the names of past or present Business
Partners or material terms of any Contracts (including the term or existence thereof) of past or
present Business Partners, Artists or other talent or executive talent or employees associated
with, or any trade secrets or confidential information of FLMG and its Subsidiaries.



7.3 Non-Solicitation. During the shorter of (x) while ILA is employed by FLMG and
during any period in which the Azoff Sellers continue to receive payments of base salary and/or
annual bonus from FLMG (provided, that, in no event shall such period extend beyond one year
following the termination of ILA’s employment with FLMG) and (y) the Exclusivity Period, the Azoff
Sellers shall not in any way, directly or indirectly, for the purpose of conducting or engaging in
the Music Business (i) call upon, solicit, advise, sign, hire, interfere with, or otherwise do, or
attempt to do, business with any Artist or other talent or employee of FLMG or any of its
Subsidiaries except on behalf of LYV, or (ii) take away or interfere or attempt to interfere with
any custom, trade, business or patronage of FLMG or any of its Subsidiaries, or (iii) induce or
attempt to induce any Person under a written or oral agreement to violate the terms of their
contracts or employment arrangements with LYV, or (iv) induce or attempt to induce any Person to
leave the employ of FLMG or any of its Subsidiaries, or (v) engage in any similar activity that is
competitive with LYV or any of its businesses (including FLMG) with respect to the Music Business.



7.4 Limits on Non-Solicitation. Notwithstanding the foregoing, the Azoff Sellers are
not precluded from soliciting any former employee of LYV or its Affiliates who (x) responds to any
public advertisement or general solicitation; (y) has been terminated by LYV prior to the
solicitation; or (z) was such Azoff Seller’s personal assistant or secretary. This Section
7.4 does not apply to any Artist or Business Partner. In addition, ILA’s investment in TBA
Global Events LLC shall not be deemed a violation of Sections 7.2 and 7.3 so long as it
does not materially interfere with the performance of his duties hereunder and the Azoff Sellers
may solicit Business Partners during the Exclusivity Period with respect to transactions or matters
that are not prohibited by Sections 7.2 and 7.3 (e.g., charitable endeavors) without being
in violation of Section 7.2(b) above.



7.5 Tolling of Exclusivity Period. Notwithstanding anything to the contrary in this
Agreement, the Exclusivity Period with respect to the Azoff Sellers shall be extended by the length
of any period during which any Azoff Seller is in breach of the terms of this ARTICLE VII.



7.6 Specific Performance. The Azoff Sellers acknowledge and agree that LYV’s remedies
at law for a breach or threatened breach of any of the provisions of this ARTICLE VII would
be inadequate, impracticable and extremely difficult to prove, and LYV would suffer irreparable
damages as a result of such breach or threatened breach. In recognition of this fact, the Azoff
Sellers agree that, in the event of such a breach or threatened breach, in addition to any remedies
at law, LYV, without posting any bond, shall be entitled to obtain equitable relief in the form of
specific performance, temporary restraining order, temporary or permanent injunction or any other
equitable remedy which may then be available.



7.7 Geographic Coverage and Sale of Business; Term. The covenants contained in this
ARTICLE VII constitute a series of separate covenants, one for each of those counties and
states in the United States and each of the those foreign countries or jurisdictions referred to in
ARTICLE VII. Except for geographic coverage, each such separate covenant contained in
ARTICLE VII hereof shall be deemed identical in terms. The Azoff Sellers agree (i) the
covenants contained herein are reasonable under the circumstances (e.g., in connection with the
disposition of the Azoff Sellers’ entire equity interest in FLMG at the Azoff Sellers’ request
prior to the time that the Azoff Sellers would have been entitled to put them to LYV), (ii) the
Azoff Sellers have consulted with counsel of their choosing, and based upon such counsel’s advice,
the covenants contained herein constitute a valid and enforceable agreement under Section 16601 of
the California Business and Professional Code because the Azoff Sellers are selling the remaining
ownership interest in FLMG within their control and/or the Azoff Sellers are selling the goodwill
they created in FLMG, and (iii) the Azoff Sellers will not contest the validity or unenforceability
of this ARTICLE VII during the Exclusivity Period. The term of the Exclusivity Period was
determined by the parties to be reasonable based on the nature of the Music Business and duration
of the underlying non-compete agreement which this ARTICLE VII supersedes.



7.8 Severability. If a final judicial determination is made by a court of competent
jurisdiction that the time or territory or any other restriction in that regard is an unenforceable
restriction against the Azoff Sellers, the provisions of this Agreement shall not be rendered void
but shall be deemed amended to apply as to such maximum time and territory and to such maximum
extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any
court of competent jurisdiction finds that any such restriction incorporated by reference in this
Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable,
such finding shall not prejudice or in any way affect the validity or enforceability of any other
paragraph, clause, sub-clause or provision. This Agreement and each paragraph, clause, sub-clause
and provision hereof shall be read and construed so as to give thereto the full effect thereof
subject only to any contrary provision of law to the extent that when this ARTICLE VII or
any paragraph, clause, sub-clause or provision hereof would, but for the provisions of this
ARTICLE VII, have been read and construed as being void and ineffective, it shall
nevertheless be a valid agreement, covenant, paragraph, clause, sub-clause or provision as the case
may be to the full extent to which it is not contrary to any provision at law.



7.9 Passive Investment. Notwithstanding anything to the contrary stated in this
ARTICLE VII, it is agreed by the parties to this Agreement that nothing in this Agreement
shall limit the Azoff Sellers’ right to continue to own, as a passive investor, and not as an
officer, director, representative, consultant or otherwise, any other Excluded Businesses.



7.10 FLMG Conflict of Interest. In light of the fact LYV frequently enters into
agreements with (i) Artists, (ii) other entertainment and/or media clients of FLMG (as FLMG’s
business is currently conducted) (including any Person that renders creative services or conducts
activities in the entertainment and/or media industries), or (iii) clients of FLMG other than those
falling under clauses (i) or (ii) (as approved by the then CEO of LNE within his scope of
authority), each party to this Agreement acknowledges that it is the intent of the parties that, in
any situation in which the interests of FLMG and/or any of its Artists or other clients (as
described in clauses (ii) – (iii)) are or may be adverse to the interests of LYV, the Azoff Sellers
(while employed by FLMG) are to act solely in the interests of FLMG and such Artists or other
clients of FLMG, and that the Azoff Sellers have no duty whatsoever to act in the interests of LYV.
The Azoff Sellers and FLMG hereby amend the ILA Front Line Employment Agreement by deleting
Section 12(i) and replacing it with the provisions contained in this Section 7.10.



7.11 Survival. The provisions of this ARTICLE VII with respect to the Azoff
Sellers shall survive the termination of the Azoff Sellers’ employment with LYV for any reason in
accordance with its terms.



7.12 Entire Agreement With Respect to Non-Competition and Non-Solicitation. This
ARTICLE VII is intended to be the complete and exclusive statement of the agreement and
understanding of the parties with respect to the non-competition and non-solicit obligations of the
Azoff Sellers and their Affiliates and Related Persons with respect to LYV, FLMG and/or their
Affiliates. Accordingly, this ARTICLE VII supersedes all prior agreements and
understandings between the Azoff Sellers, their Affiliates and Related Persons and the parties
hereto with respect to such non-competition and non-solicitation obligations including those
non-competition and non-solicitation provisions contained in (i) the ILA LNE Employment Agreement;
(ii) the ILA Frontline Employment Agreement; (iii) the Stock Purchase Agreement, dated as of May
11, 2007, by and among FLMG, Ticketmaster Entertainment, Inc, (as successor to IAC/InterActive
Corp) and the other signatories thereto; and (iv) the Amended and Restated Transaction Agreement,
effective as of December 31, 2004, among Front Line Management Companies, Inc., Music Management
Holdings, Inc, and the other signatories thereto.



ARTICLE VIII

MISCELLANEOUS




8.1 Survival of Representations, Warranties and Covenants. Except as set forth below,
all of the representations and warranties made herein shall survive the execution and delivery of
this Agreement indefinitely. The covenants (other than Section 5.4(c) and ARTICLE
VII) shall survive the Closing until 90 days after the expiration of the applicable statute of
limitations, after which no claim for indemnification under this Agreement may be asserted in
respect thereof, provided that any such claim made prior to the end of such survival period
shall survive until finally resolved. Section 5.4(c) and ARTICLE VII shall survive
the Closing indefinitely.



8.2 Notices. All notices, demands and other communications provided for or permitted
hereunder shall be made in writing and shall be by registered or certified first-class mail, return
receipt requested, telecopier, courier service or personal delivery:



(a) if to ILA or the Azoff Trust:




c/o Boulevard Management


21731 Ventura Blvd, Ste 300


Woodland Hills, CA 91364


Telecopier: (818) 592-6363


Attention: Lester Knispell




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




Grubman Indursky & Shire, P.C.


Carnegie Hall Tower


152 West 57th Street


New York, NY 10019


Telecopier: (212) 554-0444


Attention: Arthur Indursky


Eric Sacks



(b) if to MSG or MSG Sub:




Madison Square Garden, L.P.


2 Penn Plaza


New York, NY 10121


Telecopier: (212) 465-6466


Attention: General Counsel




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




Sullivan & Cromwell LLP


125 Broad Street


New York, NY 10004


Telecopier: (212) 558-3588


Attention: John P. Mead, Esq.



(c) if to LNE, Holdings or FLMG:




Live Nation Entertainment, Inc.


9348 Civic Center Drive


Beverly Hills, CA 90210


Telecopier: (310) 867-7158


Attention: General Counsel



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



Simpson Thacher & Bartlett LLP


1999 Avenue of the Stars, 29th Floor


Los Angeles, CA 90067


Telecopier: (310) 407-7502


Attention: Daniel Clivner



All such notices, demands and other communications shall be deemed to have been duly given when
delivered by hand, if personally delivered, when delivered by courier, if delivered by commercial
courier service; five Business Days after being deposited in the mail, postage prepaid, if mailed;
and when receipt is mechanically acknowledged, if telecopied. Any party may by notice given in
accordance with this Section 8.2 designate another address or Person for receipt of notices
hereunder.



8.3 Successors and Assigns; Third Party Beneficiaries. This Agreement shall inure to
the benefit of and be binding upon the successors and permitted assigns of the parties hereto. LNE
and Holdings may assign any of their rights under this Agreement to any of their Affiliates;
provided, that LNE and Holdings shall nevertheless remain liable for their obligations
under this Agreement notwithstanding any such transfer or assignment. The Sellers may not assign
any of their rights under this Agreement without the written consent of LNE and Holdings. Except
as provided in Section 5.4, ARTICLE VI and ARTICLE VII, no Person other
than the parties hereto and their successors and permitted assigns is intended to be a beneficiary
of this Agreement.



8.4 Withholding. Notwithstanding anything to the contrary in this Agreement, LNE,
Holdings and their Subsidiaries shall be entitled to deduct and withhold from any payments made
pursuant to this Agreement other than to MSG Sub, such amounts as may be required to be deducted
and withheld with respect to the making of such payment or the vesting of any Common Stock under
any Requirement of Law or imposed by any taxing authority. To the extent amounts are so withheld
and paid over to the appropriate taxing authority, the withheld amounts shall be treated for all
purposes of this Agreement as having been paid to the Seller in respect of which such deduction and
withholding was made.



8.5 Amendment and Waiver.



(a) No failure or delay on the part of the Sellers, MSG, LNE or Holdings in exercising any
right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise of any such right, power or remedy preclude any other or further exercise thereof or the
exercise of any other right, power or remedy.



(b) Any amendment, supplement or modification of or to any provision of this Agreement, any
waiver of any provision of this Agreement, and any consent to any departure by the Sellers, MSG,
LNE or Holdings from the terms of any provision of this Agreement, shall be effective (i) only if
it is made or given in writing and signed by ILA, MSG, LNE and Holdings and (ii) only in the
specific instance and for the specific purpose for which made or given. Except where notice is
specifically required by this Agreement, no notice to or demand on the Sellers, MSG, LNE or
Holdings in any case shall entitle the Sellers, MSG, LNE or Holdings, respectively, to any other or
further notice or demand in similar or other circumstances.



8.6 Headings. The headings in this Agreement are for convenience of reference only
and shall not limit or otherwise affect the meaning hereof.



8.7 Specific Performance. The parties to this Agreement 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 to this
Agreement 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.



8.8 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.



8.9 WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY
LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THUS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH OF THE PARTIES HERETO HEREBY (A) CERTIFIES THAT
NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE,
THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER
AND (B) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION 8.8.



8.10 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.



8.11 Entire Agreement. This Agreement is intended by the parties as a final
expression of their agreement and intended to be a complete and exclusive statement of the
agreement and understanding of the parties hereto in respect of the Share Purchase. There are no
restrictions, promises, representations, warranties or undertakings, other than those set forth or
referred to herein. This Agreement supersedes all prior agreements and understandings between the
parties with respect to the Share Purchase.



8.12 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.



[remainder of page intentionally left blank]




IN WITNESS WHEREOF, the undersigned have executed, or have caused to be executed, this
Agreement in the United States of America on the date first written above.



	 
	LIVE NATION ENTERTAINMENT, INC.

By: /s/ Kathy Willard

Name: Kathy Willard

Title: EVP and CFO

	FLMG HOLDINGS CORP.

By: /s/ Kathy Willard

Name: Kathy Willard

Title: EVP and CFO







1





	 	 	FRONT LINE MANAGEMENT GROUP, INC.





	 
	FRONT LINE MANAGEMENT GROUP, INC.

By: /s/ Michael G. Rowles

Name: Michael G. Rowles

Title:







2





	 	 	AZOFF SELLERS:





	 
	IRVING AZOFF

/s/ Irving Azoff

Irving Azoff







	 
	THE AZOFF FAMILY TRUST OF 1997, DATED MAY 27, 1997, AS AMENDED
	By: /s/ Irving Azoff

Name: Irving Azoff

Title: Co-Trustee

	By: /s/ Rochelle Azoff

	 

	Name: Rochelle Azoff

Title: Co-Trustee







3





	 	 	MSG:





	 	 	 
	Madison Square Garden, L.P.
	 	By: /s/ Robert Pollichino

Name: Robert M. Pollichino

Title: Executive Vice President and Chief

Financial Officer

	LNE Holdings, LLC
	 	By: /s/ Robert Pollichino

Name: Robert M. Pollichino

Title: Executive Vice President and Chief

Financial Officer







EXHIBIT A




Form Of Spousal Consent




In consideration of the execution of that certain Stock Purchase Agreement, (the
“Agreement”) dated as of February 4, 2011, by and among Live Nation Entertainment, Inc., a
Delaware corporation (“LNE”), FLMG Holdings Corp., a Delaware corporation and wholly-owned
subsidiary of LNE (“Holdings”), Irving Azoff (“ILA”), 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 ILA, the “Azoff Sellers”), Madison Square Garden,
L.P., a Delaware limited partnership (“MSG”), LNE Holdings, LLC, a Delaware limited
liability company wholly-owned by MSG (“MSG Sub”, and, together with the Azoff Sellers, the
“Sellers”), and Front Line Management Group, Inc., a Delaware corporation (“FLMG”),
I, [SPOUSE], the spouse of [SELLER], do hereby confirm that:



(a) I have read and approve of the provisions of the Agreement;



(b) I do join with my spouse in executing the Agreement;



(c) I do agree to be bound by and accept the provisions of the Agreement; and



(d) I do agree that any interests I may have in the shares of common stock, par value $.01 per
share, of Front Line Management Group, Inc. to be exchanged pursuant to this Agreement and any
other securities contemplated by the Agreement, whether the interest may be community property or
otherwise, 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 spousal
consent. I have either sought such guidance or counsel or determined after reviewing the Agreement
carefully to waive such right.



Acknowledged and agreed this        day of February, 2011.



/s/ Rochelle Azoff



[SPOUSE]




4