Exhibit 10.2

 

EXECUTION VERSION

 

SFX ENTERTAINMENT, INC.
 430 Park Avenue
 New York, New York  10022

 

March 14, 2014

 

Jeffery Callahan
 Lucas King
 West Loop Management I, LLC
 400 N. May St. Suite 202
 Chicago, Illinois  60642

 

Gentlemen:

 

Re:                             Amendment to Asset Contribution Agreement

 

Reference is made to that certain Asset Contribution Agreement dated as of February 18, 2014 (the “Contribution Agreement”), by and among SFX Entertainment, Inc., a Delaware corporation (“Parent”).  SFX-React Operating LLC, a Delaware limited liability company wholly owned by Parent (“Acquiror”, and together with Parent, the “Acquiring Parties”), West Loop Management I, LLC, an Illinois limited liability company (“Transferor”),  Jeffery Callahan, an individual resident of Indiana and a member of Transferor (“Callahan”), Lucas King, an individual resident, of Illinois and a member of Transferor (“King”), Nick Karounos, an individual resident of Illinois and a member of Transferor (“Karounos”), and Sam Cappas, an individual resident of Indiana and a member of Transferor (“Cappas”, and together with Callahan, King, and Karounos, the “Members”).  The Members and the Transferor are collectively referred to herein as the “Transferor Parties”.  All capitalized terms not otherwise defined herein shall have the meanings given to such terms in the Contribution Agreement.

 

In consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

 

1.             Amendment to Contribution Agreement.  The Contribution Agreement is hereby amended as follows:

 

A.            Article 2 is hereby amended such that the following shall be added as a new Section 2.10:

 

2.10        Nasdaq Cap.  Notwithstanding anything in this Agreement to the contrary, if any issuance of Parent Common Stock pursuant to this Agreement would, in the good faith judgment of the Acquiring Parties, require shareholder approval pursuant to NASDAQ Stock Market, Equity Rule 5635(a), then (1) the number of shares of Parent Common Stock to be issued (the “Newly Issued Shares”) shall be reduced such that the sum of the Newly Issued Shares and all other shares of Parent Common Stock previously issued pursuant to this Agreement equals 19.99% of the total number of shares of Parent Common Stock outstanding as of the Closing Date, prior to the issuance of the

 

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Consideration Shares (the “Nasdaq Cap”); and (2) the Acquiring Parties shall pay cash in lieu of any shares of Parent Common Stock that would have been issued pursuant to this Agreement but for the application of the Nasdaq Cap; such that there cannot, under any circumstances, be an issuance of Parent Common Stock pursuant to this Agreement of 20% or more of the Parent Common Stock outstanding as of the Closing Date, prior to the issuance of the Consideration Shares.

 

B.            Section 2.5 is hereby amended such that the reference to “NASDAQ Stock Market, Equity Rule 5635(d)” contained therein shall be replaced by a reference to “NASDAQ Stock Market, Equity Rule 5635(a)”.

 

C.            Section 10.1(a) is hereby amended such that the reference to “March 17, 2014” contained therein shall be replaced by a reference to “April 4, 2014”.

 

2.             Waiver of Certain Conditions.  The Acquiring Parties hereby waive the conditions set forth in Section 6.8 of the Contribution Agreement; and thus the same shall not be a basis upon which the Acquiring Parties shall be excused from consummating the transactions contemplated by the Contribution Agreement.

 

3.             Full Force and Effect.  Except as set forth above, the Contribution Agreement remains in full force and effect.

 

4.             Miscellaneous.  This letter agreement is subject to all of the terms, conditions and limitations set forth in Article 11 of the Contribution Agreement, which sections are hereby incorporated into this letter agreement, mutatis mutandis, as if they were set forth in their entirety herein.

 

[Signature Page Follows]

 

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IN WITNESS WHEREOF, the Parties hereto caused this Agreement to be duly executed by their respective authorized officers as of the date first written above.

 

 

	
 
    	
SFX   ENTERTAINMENT, INC.
    
	
 
    	
a   Delaware corporation
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Sheldon Finkel
    
	
 
    	
Name:
    	
Sheldon   Finkel
    
	
 
    	
Title:
    	
Vice   Chairman
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
SFX-REACT   OPERATING LLC
    
	
 
    	
a   Delaware limited liability company
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Sheldon Finkel
    
	
 
    	
Name:
    	
Sheldon   Finkel
    
	
 
    	
Title:
    	
Vice   President
    


 

[Signatures continue on following page.]

 

[Signature page to SFX-West Loop Letter Agreement]

 











 

	
 
    	
WEST   LOOP MANAGEMENT I, LLC
    
	
 
    	
an   Illinois limited liability company
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Nick Karounos
    
	
 
    	
Name:
    	
Nick   Karounos
    
	
 
    	
Title:
    	
Manager
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
JEFFERY   CALLAHAN
    
	
 
    	
an   individual resident of Indiana
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
/s/   Jeffery Callahan
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
LUCAS   KING
    
	
 
    	
an   individual resident of Illinois
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
/s/   Lucas King
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
NICK   KAROUNOS
    
	
 
    	
an   individual resident of Illinois
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
/s/   Nick Karounos
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
SAM   CAPPAS
    
	
 
    	
an   individual resident of Indiana
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
/s/   Sam Cappas
    


 

[Signature page to SFX-West Loop Letter Agreement]