EX-10.17



 






EXHIBIT 10.17




June       , 2007




FX Luxury Realty, LLC

c/o CKX, Inc.

650 Madison Avenue

16th Floor

New York, NY 10022





			
	                    Re:	 	Proposed Reorganization of FX Luxury Realty, LLC





     Ladies and Gentlemen:



     The undersigned, either (i) a direct or indirect holder of outstanding membership interest in
FX Luxury Realty, LLC (the “Company”) or (ii) has agreed to purchase membership interests
in the Company pursuant to that certain Membership Interest Purchase Agreement, date on or around
the date hereof (the “Purchase Agreement”), by and among CKX, Inc. (“CKX”), the
Company and Flag Luxury Properties, LLC (“Flag”), hereby acknowledge, understand and agree
to the following contained below herein. Capitalized terms used and not otherwise defined herein
shall have their respective meanings assigned to them in the Purchase Agreement.



     As a condition to the closing of the transactions contemplated under the Purchase Agreement
and as an inducement for CKX to make the investment contemplated by the Purchase Agreement, CKX,
Flag and certain equity holders of Flag would enter into a lock-up agreement (or otherwise will
become subject hereto) with respect to their shares of common stock (“Common Stock”) of
NEWCO Inc. (or its successor) to be received in connection with the Reorganization and/or Mandatory
Distribution (the “Lock-Up Condition”); provided, that such lock-up agreements
would not become effective until the Reorganization is effected (the “Effective Date”), and
it being understood that no lock-up agreement would be effective with respect to any Common Stock
that would be distributed to the stockholders of CKX (including members of Flag that are also
stockholders of CKX) as part of the Stockholder Distribution (except for Robert F. X. Sillerman who
shall be subject to only a one (1) year Lock-Up Period with respect to such shares of Common Stock)
or with respect to shares of Common Stock acquired in the open market or otherwise not acquired in
the Reorganization and/or Mandatory Distribution (“Other Shares”).



     In connection with the Lock-Up Condition, and for other good and valuable consideration
receipt of which is hereby acknowledged, the undersigned hereby agrees that, except with respect to
the Stockholder Distribution, without the prior written consent of the Company, the undersigned
will not, for a period of three (3) years (the “Lock-Up Period”) commencing on the
Effective Date, directly or indirectly (1) offer, pledge, assign, encumber, announce the intention
to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or



 









 







contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or
dispose of, any shares of Common Stock or any securities convertible into or exercisable or
exchangeable for Common Stock owned either of record or beneficially (as defined in the Securities
Exchange Act of 1934, as amended) by the undersigned as of the Effective Date, or (2) enter into
any swap or other agreement that transfers, in whole or in part, any of the economic consequences
of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above
is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, or
publicly announce an intention to do any of the foregoing. In addition, the undersigned agrees
that, without the prior written consent of the Company, it will not, during the Lock-Up Period,
make any demand for or exercise any right with respect to, the registration of any shares of Common
Stock or any security convertible into or exercisable or exchangeable for Common Stock. For the
avoidance of doubt, the foregoing shall not apply to the Stockholder Distribution, which shall be
permitted hereunder, or any shares of Common Stock so distributed.



     In furtherance of the foregoing, the Company and upon the Reorganization, any duly appointed
transfer agent, are hereby authorized to decline to make any transfer of securities if such
transfer would constitute a violation or breach of this Letter Agreement.



     The undersigned hereby represents and warrants that the undersigned has full power and
authority to enter into this Letter Agreement and that, upon request, the undersigned will execute
any additional documents necessary in connection with the enforcement hereof. All authority herein
conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon
the successors, assigns, heirs or personal representatives of the undersigned and, specifically
with respect to Flag, shall also be binding upon any subsequent permitted distributees, subject to
the provisions of the Purchase Agreement.



     The undersigned understands that, if the Reorganization is not effected, or if the Purchase
Agreement (other than the provisions thereof which survive termination) shall terminate, or if the
Closing shall not have occurred, the undersigned shall be released from all obligations under this
Letter Agreement.



     The Company (i) acknowledges that in connection with the foregoing, on or around the date
hereof, each of Flag, CKX, Brett Torino, Paul C. Kavanos and Robert F.X. Sillerman will have
entered into similar lock-up agreements (each a “Lock-Up Party and, collectively, the “Lock-Up
Parties”) and (ii) hereby agrees that in the event the Company waives the enforcement against or
releases any one Lock-Up Party from its respective lock-up agreement then the Company shall provide
substantially similar relief to all the other Lock-Up Parties at the time of any such initial
waiver or release as contemplated in this paragraph.



2









 





     This Letter Agreement shall be governed by and construed in accordance with the laws of the
State of New York, without regard to the conflict of laws principles thereof.



	 	 	 	 	 	 	 
	 	 	Very truly yours,	 	 
	 
	 	 	 	 	 	 
	 	 	CKX, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 




Acknowledged:




FX LUXURY REALTY, LLC



      By: Flag Luxury Property, LLC, its managing member




	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 




Dated: June  , 2007