X0206 3 2014-10-28 0 0000725876 Viggle Inc. VGGL 0001622181 Sillerman Investment Co III, LLC C/O VIGGLE INC. 902 BROADWAY, 11TH FLOOR NEW YORK NY 10010 1 1 Common Stock 8230522 D Warrants (right to buy) 3.51 Common Stock 225000 D Warrants to purchase 225,000 shares of common stock, par value $0.001 per share of the Issuer at an exercise price of $3.51 per share (as adjusted in the event of stock splits and combination, reclassification, or merger or consolidation) issued to Sillerman Investment Company II, LLC in connection with a commitment to by Sillerman Investment Company III, LLC to provide funding to the Issuer in the amount of up to $20,000,000. The warrants will be exercisable only after stockholder approval has been given, and shall expire after ten (10) years. This represents the warrants issued in connection with the advance of $4,500,000 of such loan. Additional warrants will be issued if, as, and when additional advances have been made. /s/ Robert F.X. Sillerman 2014-10-31