EXECUTION COPY


 


ATRINSIC, INC.



LOCK-UP AGREEMENT


 


THIS LOCK-UP AGREEMENT
(this “Agreement”) is made and entered into as of November 19, 2013, and effective as of the 12th
day of July, 2013 (the “Effective Date”), by and among ATRINSIC, INC., a Delaware corporation (the “Company”)
and the holder signatory hereto (the “Holder”).


 


RECITALS


 


A.           On
June 15, 2012, the Company filed a voluntary petition for relief under Chapter 11 of Title 11 of the United States Code with the
United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”).


 


B.           The
Company’s certificate of incorporation, as amended to date, shall be amended and restated (as so amended and restated, the
“Certificate”) effective on June 26, 2013 in accordance with its terms without board of directors or stockholder
approval pursuant to Section 303 of the DGCL as it has been adopted pursuant to the Second Amended Plan of Reorganization of the
Corporation, dated March 7, 2013 (as amended, supplemented or modified from time to time, the “Plan”), as confirmed
by order of the Bankruptcy Court on June 26, 2013 (and which Plan became effective on July 12, 2013).


 


C.           Pursuant
to the Plan, the Holder will be issued shares of the Company’s Series A Convertible Preferred Stock, $0.000001 par value
per share (the “Series A Preferred Stock”), which will be convertible into shares of the Company’s Common
Stock, $0.000001 par value per share (the “Common Stock”), in accordance with terms of that certain Certificate
of Designations, Powers, Preferences and Other Rights of Preferred Stock and Qualifications, Limitations and Restrictions Thereof
of the Series A Preferred Stock.


 


D.           Simultaneously
herewith, the persons on Schedule I attached hereto (other than the Holder, the “Other Holders”) are
entering into lockup agreements in the form of this Agreement (the “Other Lock-Up Agreements”).


 


E.           The
parties hereto deem it to be in their best interests to provide for certain provisions governing the transfer of securities of
the Company held by the Holder.


 


NOW, THEREFORE, in consideration
of the premises and the covenants and agreements herein contained, the parties intending to be legally bound hereby agree as follows:


 


ARTICLE I



TRANSFER RESTRICTIONS


 


1.1           General
Restrictions. The Holder shall be prohibited from selling or otherwise transferring more than 2.5% of the Company’s outstanding
Common Stock, calculated on a fully diluted basis, per 90-day period across the period of 12 months commencing on the Effective
Date. The Company shall be entitled to place “stop order” instructions with the transfer agent for the Common Stock
in respect of such restriction.


 






    	 



    	 



    




 


ARTICLE II



CERTIFICATES


 


2.1           Restrictive
Endorsements. Each certificate evidencing any shares of Common Stock (or options or other rights to acquire Common Stock)
shall bear a legend in substantially the following form:


 


“The securities evidenced
by this certificate are subject to the terms of a Lock-up Agreement, a copy of which is on file at the principal office of the
Company and will be furnished at no cost to any holder on request. Such Lock-up Agreement provides for certain restrictions on
transfer or other disposition of the securities evidenced by this certificate.”


 


2.2           Replacement
Certificates. Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation
of any certificate evidencing shares of Common Stock or Series A Preferred Stock and of a bond or other indemnity reasonably satisfactory
to the Company, and upon reimbursement to the Company of all reasonable expenses incident thereto, and upon surrender of such certificate,
if mutilated, the Company will make and deliver a new certificate of like tenor in lieu of such lost, stolen, destroyed or mutilated
certificate.


 


ARTICLE III



MISCELLANEOUS


 


3.1           Representations.
The Holder represents that, upon the Effective Date, the Holder will be the record and beneficial owner of the number of issued
and outstanding shares of Series A Preferred Stock appearing below the Holder's name on the signature page of the Holder attached
hereto, free and clear of any option, lien, encumbrance or charge of any kind whatsoever, except as created by this Agreement.


 


3.2           Notices.
Any and all notices, designations, consents, offers, acceptances, or any other communication provided for herein shall be given
in writing by hand, overnight courier or by registered or certified mail, addressed to the address specified for such party on
the signature pages hereof, or to such other address as may be designated in writing by any such party. Except as otherwise provided
in this Agreement, each such notice shall be deemed given when delivered in person or by overnight courier or on a date which is
three days after it is mailed at any post office or branch post office regularly maintained by the United States Postal Service
(registered or certified, with postage prepaid and properly addressed).


 


3.3           Amendment.
No change in, modification of, amendment to or waiver of this Agreement shall be valid unless the same shall be in writing and
signed by the Company, and the Holder. The Holder shall be entitled, at its option, to the benefit of any amendment, waiver or
cancellation of any Other Lock-Up Agreement.


 






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3.4           Waiver.
No failure or delay on the part of the parties or any of them in exercising any right, power or privilege hereunder, nor any course
of dealing between the parties or any of them shall operate as a waiver of any such right, power or privilege nor shall any single
or partial exercise of any such right, power or privilege preclude the simultaneous or later exercise of any other right, power
or privilege. The rights and remedies herein expressly provided are cumulative and are not exclusive of any rights or remedies
which the parties or any of them would otherwise have. No notice to or demand on the Company in any case shall entitle the Company
to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the other parties
or any of them to take any other or further action in any circumstances without notice or demand.


 


3.5           Entire
Agreement. This Agreement, including any exhibits hereto and the documents and instruments referred to herein and therein,
embodies the entire agreement and understanding of the parties hereto in respect of the subject matter contained herein. There
are no restrictions, promises, representations, warranties, covenants or undertakings, other than those expressly set forth or
referred to herein. This Agreement supersedes all prior agreements and understandings between the parties with respect to such
subject matter.


 


3.6           Counterparts.
This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original but all of which together
shall constitute one and the same instrument.


 


3.7           Governing
Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York,
without regard to the conflicts of laws principles thereof to the extent that the application of the laws of another jurisdiction
would be required thereby; provided, however, that the corporate law of the State of Delaware shall govern all issues
concerning the relative rights of the Company and its stockholders.


 


3.8           Filing.
A copy of this Agreement and of all amendments hereto shall be filed at the principal office of the Company.


 


3.9           Termination.
This Agreement shall expire upon the earlier to occur of the following: (i) the one-year anniversary of the Effective Date, (ii)
the tenth (10) Business Day after the date hereof to the extent the Other Holders fail to enter into the Other Lock-Up Agreements
and (iii) consummation of the sale of all or substantially all of the assets of the Company or a merger, consolidation, reorganization
or other business combination.


 


3.10         Benefit
and Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and
permitted assigns.


 


3.11         Severability.
In the event that any portion of this Agreement shall be held to be invalid or unenforceable to any extent, such portion shall
be enforced to the fullest lawful extent and the remaining parts hereof shall nevertheless continue to be valid and enforceable
as though the invalid portions were not a part hereof. If any time period set forth herein is held by a court of competent jurisdiction
to be unenforceable, a different time period that is determined by the court to be more reasonable shall replace the unenforceable
time period.


 






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3.12         Business
Day. As used in this Agreement, the term "Business Day" shall mean any day other than a Saturday, Sunday or other
day on which banks are required or permitted to close in the State of New York.


 


[Signatures begin on the following page.]


 




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[COUNTERPART SIGNATURE PAGE TO LOCK-UP
AGREEMENT]


 


IN WITNESS WHEREOF,
the parties hereto have executed this Lock-Up Agreement as of the day and year first above written.


 


	 	COMPANY:
	 	   
	 	ATRINSIC, INC.
	 	 	   	      
	 	By:	/s/ Sebastian Giordano
	 	 	Name:  	Sebastian Giordano
	 	 	Title:	Chief Restructuring Officer
	 	 	      	     
	 	Address:	Atrinsic, Inc.
	 	 	116 W. 23rd Street, Suite 500, Rm.82
	 	 	New York, NY 10011
	 	Attention:	Sebastian Giordano
	 	 	Chief Restructuring Officer
	 	   	    	    
	 	HOLDER:
	 	 
	 	HUDSON BAY MASTER FUND LTD
	 	 	 	   
	 	By:	/s/ Yoav Roth
	 	 	Name: 	Yoav Roth
	 	 	Title:	Authorized Signatory
	 	 	 
	 	Address:	777 Third Avenue, 30th Floor
	 	 	New York, NY 10017
	 	Attention:	Yoav Roth
	 	 	George Antonopolous
	 	 	       
	 	Number of shares of Series A Preferred Stock:
	 	2,312,834,301


  




    	 



    	 



    

 


[COUNTERPART SIGNATURE PAGE TO LOCK-UP
AGREEMENT]


 


IN WITNESS WHEREOF,
the parties hereto have executed this Lock-Up Agreement as of the day and year first above written.


  


	 	COMPANY:
	 	 
	 	ATRINSIC, INC.
	 	 	 
	 	By:	/s/ Sebastian Giordano
	 	 	Name:  	Sebastian Giordano
	 	 	Title:	Chief Restructuring Officer
	 	 	 
	 	Address:	Atrinsic, Inc.
	 	 	116 W. 23rd Street, Suite 500, Rm.82
	 	 	New York, NY 10011
	 	Attention:	Sebastian Giordano
	 	 	Chief Restructuring Officer
	 	 	 
	 	HOLDER:
	 	 
	 	IROQUOIS MASTER FUND LTD
	 	 	 
	 	By:	/s/ Joshua Silverman
	 	 	Name: 	Joshua Silverman
	 	 	Title:	Authorized Signatory
	 	 	 
	 	Address:	c/o Iroquois Capital Management, LLC
	 	 	641 Lexington Avenue
	 	 	26th Floor
	 	 	New York, NY 10022
	 	Attention:	Joshua Silverman
	 	 	 
	 	Number of shares of Series A Preferred Stock:
	 	2,287,165,699





  



    	 



    	 



    

 


ATRINSIC, INC.

Lock-Up AGREEMENT

effective as of July 12, 2013


 


SCHEDULE I


 


HOLDERS


 


	Name	 	Series A Preferred Stock
	 	 	 
	Hudson Bay Master Fund Ltd	 	2,312,834,301
	 	 	 
	Iroquois Master Fund Ltd	 	2,287,165,699