United States Research Social Media Update General Entertainment

16 September 2014 VIGGLE, INC. (VGGL: NasdaqCM)

Michael Anderegg, CFA Potentially Very Rewarding Social Media, Rewards and General Senior Research Analyst Entertainment Venture-Gaining Traction [email protected] Reason for Report: Research Update

Recent Price: $3.45 Summary and Investment Thesis

Market Data  Viggle, Inc. (VGGL: Nasdaq)) is a mobile and web-based Market Capitalization (mln) $47.55 entertainment marketing platform that uses incentives to Fully Diluted Shrs Outstnd (mln) 13.78 make content consumption and discovery more rewarding for Float (mln) 4.01 media companies, brands and consumers. Viggle helps guide Ave. Volume (3 month 000) 132.1 consumers towards various forms of media consumption in Institutional Ownership 0.4% several ways: Television enhancement; Distributed Insider Ownership 88.5% reminders; Publishing & social distribution; Music discovery Exchange NasdaqCM & purchase.  Since our last writing in late May Viggle has made progress Balance Sheet Data in several areas including an acquisition and some impactful Shareholders’ Equity (000s) $(32.2) press releases that suggest management is building Price / Book Value n.m. momentum. Net Cash (mln) $1.45  On July 16 VGGL released preliminary revenue and user Working Capital (000s) $(18,926) growth figures for its F4Q 2014 and full Fiscal 2014, ended Long-term Debt (000s) $28,652 June 30, 2014. Full financials and user information will be Total Debt to Capital n.m. disclosed in Viggle’s Annual Report on Form 10-K. The 10-K will be filed with the U.S. Securities and Exchange 201 Commission on or before the September 28, 2014 deadline. Revenue Data (2Q14) 2103 2  The Viggle app rewards you for doing what you already love: Watching TV. All you have to do is "check in" to whatever (FYE 06/30) 3,306 Revenue (000’s) 5,0 you're watching. For example, as a DIRECTV customer, you 33 get exclusive perks no one else can get. In an increasingly fragmented landscape, Viggle helps connect various parties in a meaningful way: Media Companies - promote content The Entertainment through web, mobile and social channels to generate Marketing and Rewards audiences; Brands - reach verified audiences; Consumers - Company earn points and/or brand rewards through the consumption of and engagement with entertainment.

Please see analyst certification and required disclosures at the end of this report. Viggle, Inc. (VGGL) MAY 29, 2014

Technical Analysis

Viggle, Inc. Viggle, Inc. Daily (VGGL $3.45) Daily: Following our last look the stock gapped down on high volume and has been struggling to find durable support. The stock appears event and speculation driven and is susceptible to volatility spikes. We do have a possible inverse head & shoulder formation that could resolve in a rally continuation and new uptrend. There is technical damage to repair but this could unfold as management implements its strategy.  The most important near term issue for this chart is to have recent lows hold near $3.00 and that a pattern of higher lows be extended.  There is resistance overhead at the last minor rally high near$5.70 and then the gap down in April. Filling that gap would align with 23.6% Fibonacci resistance in the $16.80 - $17.00 area. Above that area is another open gap near $32.00.  Technical traders can consider long positions on a pullback near $3.00 using a stop of $2.70.  Technical resistance $6.00 - $6.00. COMPANY BACKGROUND The consolidated financial statements include the accounts of Viggle Inc., and its wholly-owned subsidiaries. The Company has 8 wholly-owned subsidiaries, Function(x) Inc., Project Oda, Inc., Sports Hero Inc., Loyalize Inc., Viggle Media Inc., VX Acquisition Corp., Viggle Merger Sub II Inc. and Wetpaint.com, Inc., each a Delaware corporation. All intercompany transactions and balances have been eliminated. On March 19, 2014, the Company effectuated a 1-for-80 reverse stock split. Under the terms of the 1-for-80 Reverse Split, each share of common stock, issued and outstanding as of such effective date, was automatically reclassified and changed into one-eightieth of one share of common stock, without any action by the stockholder. Fractional shares were cashed out. All share and per share amounts have been restated to reflect the 1-for-80 Reverse Split.

Viggle is an incentive-based, interactive loyalty platform developed to enhance the TV viewing experience and make TV more rewarding. The powerful combination of offerings for TV viewers/consumers, for brand advertisers and for media companies can drive synergies between these verticals and allow exploitation of multiple potential revenue streams. VGGL MRA Research 2014 Page 2 of 11 Viggle, Inc. (VGGL) MAY 29, 2014 seeks to enhance the TV experience by helping viewers decide what to watch and when, enhance the viewing experience with real time games and additional content, and reward viewers for being loyal to their favorite shows throughout a season. For advertisers, Viggle provides clients targeted and interactive ads to amplify their TV messaging. For TV networks and content producers, Viggle delivers promotional benefits by driving tune-ins to specific shows, engaging the consumers in a richer content experience, and increasing awareness of promoted shows. The result of all this interaction creates the definitive interest graph for TV. As a media company, we seek to attract an ever-larger audience in order to sell advertising. It is expected that making TV more rewarding and engaging around the shows consumers love, will drive them to use Viggle.

Viggle is a mobile and web-based entertainment marketing platform that uses incentives to make content consumption and discovery more rewarding for media companies, brands and consumers. Viggle helps guide consumers towards various forms of media consumption with television enhancement, music discovery, entertainment, content publishing and distributed viewing reminders. Viggle helps consumers decide what to watch and when, broadens the viewing experience with real time games and additional content, and rewards viewers for being loyal to their favorite shows throughout a season, allowing them to earn points. For brands, Viggle provides advertising clients with targeted interactive ads to amplify their TV messaging to verified audiences. For media companies, Viggle delivers promotional benefits by driving viewers to specific shows, engaging them in a richer content experience, and increasing awareness of promoted shows through web, mobile and social channels.

The Company’s relatively new content website, wetpaint.com, extends the Company’s promotional capabilities by reaching potential viewers before a TV show is broadcast and by allowing viewers to continue the conversation with additional show coverage after the broadcast date. VGGL also has technology that helps consumers search for media and set reminders to watch their favorite TV shows and movies wherever they are offered. VGGL recently announced its first NextGuide Reminder user survey, that reveals how modern TV audiences discover and tune in to watch their new and favorite TV shows. The poll results included responses from US-based television audiences on their favorite methods of discovering new shows, preferences around notifications of TV airing information, and resulting behaviors on receiving notifications. The key finding of the NextGuide Reminder platform is that TV audiences will tune in to watch when they are reminded that shows are on air. Almost half (47 percent) of survey respondents reported that "NextGuide Reminders lead me to turn on the television when I would have been doing something else." Additionally, 37 percent of respondents revealed that when a NextGuide Reminder is set for a show they often set additional reminders for other shows on the same network or website.

In addition, VGGL recently launched its music service, which allows consumers to check in to songs on Viggle and also earn points. As a media company, VGGL seeks to attract a significant and growing audience in order to sell advertising. Management believes that making entertainment more rewarding and engaging for consumers will drive them to use Viggle. “Total Reach” is defined as the total amount of registered users for the Viggle app and unique monthly users of the Wetpaint media properties. “Total Active Reach” is defined as the amount of monthly active users for the Viggle app and the cumulative number of times people have “liked” a Wetpaint page on Facebook, plus the cumulative number of times people have “followed” a Wetpaint account on Twitter. Total Reach and Total Active Reach for December 2013 were 20.2 million and 7.8 million, respectively. Consider that leading up to the Wetpaint and other transactions Viggle did about $17 million in the trailing 12 months with only 500k users. Recent acquisition and other activities should allow a much more rapid ramp in both users and revenue going forward. The Viggle mobile app now has over 4 million users. Since its launch, Vigglers have redeemed over $18 million in rewards for watching their favorite TV programs and listening to music. In addition, Viggle operates Wetpaint, which offers entertainment and celebrity news online. Viggle also operates Dijit Media, maker of technology that helps consumers search for, find, and set reminders for TV shows and movies.

MANAGEMENT TEAM

One compelling differentiator for a company the size of VGGL is very experienced management including a heavyweight CEO with an established track record of building and selling companies to major media industry players. The top executive team has broad diverse experience with a number of very large well respected media/entertainment companies globally and the U.S. The CEO’s experience shows a track record of success and may be instructive as investors analyze the Company’s current prospects. Viggle, Inc. CEO Robert F. X. Sillerman has a compelling track record including forming a company several years back known as SFX Entertainment, whose business model surrounded the acquisition and consolidation of regional concert promoters into a single national entity. In 2000, Sillerman sold the original SFX to the radio broadcasting company Clear Channel Communications for $4.4 billion. Clear Channel Entertainment was spun off in 2005 to form Live Nation, and merged with Ticketmaster in 2009 to form Live Nation Entertainment; as of 2012, Live Nation was the largest concert promoter in the world.

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On February 16, 2011 the Viggle, Inc. entered into an employment agreement with Robert F.X. Sillerman for his services as Executive Chairman of the board of directors and Director. The term of the agreement is for five years. Below are brief summaries of management bios. Investors should refer to the Company’s SEC filings for more detail on compensation, employment agreements and related disclosures.

Robert F.X. Sillerman – Chairman & Chief Executive Officer . Serves as Chairman and CEO of SFX Entertainment Inc. (NASDAQ:SFXE), a producer of live entertainment events and electronic music culture festivals - Market capitalization: $655mm - $260mm IPO in Oct 2013 (UBS /Jefferies /Deustche Bank) . Founder and former Chairman & CEO of CKX Inc., now CORE Media Group, an entertainment brand and licensing company - Sold to Apollo Global Management for $509M in May 2011 - Interests included Elvis Presley Enterprises, Muhammad Ali and 19 Entertainment, the owner of American Idol . Founder of the former SFX Entertainment, an operator of live entertainment events (concerts and sporting events) - Sold to Clear Channel for $4.4B in August 2000 - Operations later spun-off as Live Nation Entertainment (NYSE:LYV) . Co-Founder of SFX Broadcasting, (formerly NASDAQ:SFXBA), which grew to be the 7th largest owner of radio stations in the United States, with 120 different radio stations. - Sold to the private equity firm, Hicks, Muse, Tate & Furst Inc. (now known as HM Capital Partners) for $2.1B in 1998

Greg Consiglio – President & Chief Operating Officer . Former Executive Vice President of Business Development at Ticketmaster Entertainment . Former Senior Vice President at AOL, and served as Managing Director, AOL Asia

Kevin Arrix – Chief Revenue Officer . Former EVP of Digital Advertising at MTV Networks (MTV, VH1, Nickelodeon, Comedy Central, CMT, Spike and Logo) . Prior to MTV Networks, Kevin held positions at CBS Sports Line and Turner Broadcasting

John Small – Chief Financial Officer . Former Portfolio Manager at several asset management firms, covering the Telecom, Media & Technology (TMT), including GLG Partners, Ulysses Management and Odyssey Partners . Previously worked in the Equity Research departments of both Dillon Read and Morgan Stanley

Overview of Services U.S. consumers can become Viggle users through a free app that works on multiple types of mobile phones and tablets and is distributed through the Apple App Store and the Google Play Store. After a consumer downloads the app, he or she must create an account. Viggle then allows consumers to play along with TV shows, share comments through social media, answer trivia questions or polls, chat with friends, play games, or discover more about the show, all while watching TV. Users can also use the application to discover new music. The app can listen to a song and identify it and allow users to build playlists and purchase the music. All of this activity earns the user points they can redeem for real rewards. Through wetpaint, VGGL reports original news stories and publishes information content covering top television shows, music, celebrities, entertainment news and fashion. Wetpaint publishes more than 150 new articles, videos and galleries each day. The Company generates revenues through Wetpaint by displaying advertisements to Wetpaint users as they view Wetpaint's content.

The Viggle user experience is simple. While watching TV or listening to music, a user taps the “check in” button, which activates the device’s microphone. Viggle collects an audio sample of the content the user can hear and uses technology to convert that sample into a digital fingerprint. Within seconds, that digital fingerprint is matched against a database of reference fingerprints that are collected from at least 190 English and Spanish television channels within the United States and over 20 million songs. It is possible to verify TV check-ins across broadcast, cable, online, satellite, time-shifted and on- demand content as well as most songs cataloged on Apple’s iTunes music library. The ability to verify check-ins is critical because users are rewarded with points for each check in and engagement (defined as a poll, video quiz, game or slide show). Users can redeem the points within the rewards catalog for items that have a monetary value such as unique deals and offers, products, sweepstakes, charitable donations, select retail gift cards and Viggle-branded and other merchandise. Once a user has “checked-in” to content, the app provides a set of optional games, tools, and information to enhance the consumer experience Viggle points can be earned through six different activities within the app: WatchPoints (1 point for

MRA Research 2014 Page 4 of 11 Viggle, Inc. (VGGL) MAY 29, 2014 every minute a user is checked-in on Viggle TV), Bonus Points (added points for connecting with promoted content), Live Engagement Points (points earned for playing MyGuy, Viggle Live or other games), Streaks and Quests (added points for connecting with a series of shows or songs), Music Match Points (points earned for matching a song on Viggle), and Advertising Points (advertising revenue we share with our customers in the form of points).

An illustration of how the App works is shown below:

Although this information is somewhat dated it can provide comparison points with users and activity following recent acquisitions and programs. Since the launch on January 25, 2012, and through June 30, 2013, 3,253,464 users had registered for Viggle, of which 190,929 had subsequently deactivated for a total of 3,062,535 registered users. For the three months ended June 30, 2013, VGGL had accumulated an average of 757,273 monthly active users. Monthly active users are computed by determining those users that are both registered on the Viggle App and that have earned or redeemed points, other than points received for registering for the Viggle App, in the particular month. As of June 30, 2013, VGGL members had checked-in to 265,378,396 TV programs and spent an average of approximately 68 minutes of active time within the Viggle App per session. Active users are defined as those who earned a point or redeemed a point that day. Users have redeemed a total of 1,959,395 rewards. Our rewards catalog consists primarily of gift cards for consumer goods in amounts ranging from $5.00 to $25.00. There are other rewards, primarily physical products, that can be earned for significantly more reward points, and offers that deliver meaningful discounts to users for fewer points. For example, a $5.00 Starbucks gift card can be earned for 12,500 points, a $25.00 Best Buy Gift card can be earned for 62,500 points, a Kindle Fire for 482,500 points, and an offer of 20% off a purchase at Fanatics.com for 3,000 points. From time to time, management may change the rewards offered and the number of points required to earn any given reward. For the 1,959, 395 reward redemptions through June 30, 2013, the average number of points used per redemption has been approximately 13,060 points and the total retail value to consumers was approximately $13.4 million. It is not possible to earn points on the Viggle App without registering. In order to avoid double-counting and limit the instances of fraud, the App is limited to five accounts per device (so as to allow for use by family members sharing a device), users are limited to a maximum of 6,000 points per day and users are not able to share or combine points with different users or devices. While it is possible for users to establish multiple accounts which could overstate our actual number of registered active users and permit those fraudulent users to attempt to evade the rules in an effort to accumulate excess points by checking-in to TV shows at the same time on different devices, there is monitoring for such activity and, when discovered, corrective action is taken according to published terms and conditions.

TECHNOLOGY The first version of the App was approved by Apple and launched to the public in the Apple iTunes App Store on January 25, 2012. It has been updated periodically. The approved version of the App works on Apple iOS devices such as the iPhone, iPad and iPod Touch. On June 27, 2012, VGGL released a version of the Application for use on Android smartphones and tablets. Although the App has been launched to the public, there is no guarantee how effectively the technology will perform. The Company continuously tests and updates the App with a goal of improving overall performance and usability. Management will consider adding versions for other mainstream mobile operating systems such as Windows Phone and Blackberry based on demand and other business factors. Distribution of the product will occur via regular online marketplaces for content and

MRA Research 2014 Page 5 of 11 Viggle, Inc. (VGGL) MAY 29, 2014 applications used by such mobile operating systems, and will include iTunes for iOS devices or the Android marketplace for devices using the Android operating system.

The back-end technology for the App has been designed to accommodate the significant numbers of simultaneous check-ins required to support prime time television audiences. This back-end technology is currently operational and has the capacity to support simultaneous check-ins around major television events such as the Super Bowl. In addition to VGGL’s dedicated co- location facilities on the east and west coasts, management is using third-party cloud computing services from Amazon Web Services to help scale technical capacity as efficiently as possible. The technology supporting VGGL’s unique feature of digital fingerprinting and matching technology is subject to a currently unissued but pending patent. From the launch of the Viggle application on January 25, 2012, and through March 6, 2014, 4,237,435 users have registered for Viggle, of which 206,612 were deactivated for a total of 4,030,823 registered users. For the three months ended December 31, 2013, there were an average of 423,418 monthly active users. Monthly active users are computed by determining those users that have logged in to the Viggle app at any time during the month. As of March 6, 2014, members have checked in to 373,517,795 TV programs and more than 20,000,000 songs and spent an average of 64 minutes and 32 seconds of active time within the Viggle App per session. Over 142,000 users have tagged a song in the Viggle app.

VGGL’s rewards catalog consists of a variety of deals, sweepstakes, products, Viggle merchandise (such as t-shirts) and select retail gift cards. For example, users may redeem 5,000 points for a 10% discount with certain retailers, redeem 100 points to participate in a sweepstakes to win an AppleTV, or redeem 37,000 points for a Viggle t-shirt. From time to time, changes may be made to the rewards offered and the number of points required to earn any given reward. As of March 6, 2014, users have redeemed over 35 billion points (including over 412 million earned through Viggle's new music service) for a total of 2,778,539 rewards, for an average of 12,842 points per reward redemption. The total retail value of rewards redeemed through March 6, 2014 is approximately $17.6 million.

Wetpaint operates media properties that attracted more than 16.6 million unique monthly users in December 2013 and have a combined social reach of over seven million Facebook “likes” and follows on Twitter. For Wetpaint, a monthly unique user is defined as any visitor who has accessed Wetpaint through its websites or mobile websites in the month of measurement, as measured by Google Analytics.

Market Opportunity VGGL began generating revenues in early calendar year 2012 and is now positioned such that it appears the Company can rapidly grow revenue as well as market share in coming quarters. Advertising is sold directly to brand marketers, television networks or through advertising agencies by the VGGL dedicated sales team. VGGL also generates revenue through partnerships with third party mobile advertising networks. The focus is on brand marketers that are most relevant to VGGL’s target demographic of consumers between the ages of 18 and 49, and are active in television, digital and retail marketing. The VGGL sales team is also briefing large advertising and media agencies on the Company’s capabilities so that they might recommend integration of the VGGL Application into their client proposals.

Revenue is generated from standard mobile media advertising sales and affiliate programs. With the exception of one-time sponsorships with advertisers (which are charged a separate and specific fee), all advertising is serviced via a third-party advertising server for billing and verification purposes. Revenues are generated by measuring: • when users click and view advertisements in the App; • when users complete an engagement (defined as a poll, video quiz, game or slide show) appearing in the App that is created by an advertising agency, brand partners or the VGGL team; and • through affiliate or bounty commissions from third parties if users purchase items or subscribe to services after clicking from the VGGL App to other apps or websites.

Delivered impressions are provided on a cost per thousand (CPM) basis and completed engagements on a cost per engagement (CPE) basis. The sales team contracts with brand advertisers to deliver a specific number of impressions and/or engagements for a specific price per thousand impressions and/or per completed engagement. The third-party ad server then serves the ads and/or engagements within the App during the course of using the Viggle App. As impressions and engagements are delivered and completed, brand partners or advertising agencies are billed on a monthly basis for the media delivered at contracted rates.

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Target Consumers While most people watch television, VGGL is targeting male and female consumers between the ages of 18 and 49. This target audience was selected due to the amount of TV they consume on a weekly basis, as well as the likelihood that they will have smartphones and other wireless devices such as tablets and laptops with them while viewing television. To build the VGGL user base, management will target this audience using traditional media techniques such as direct response, banner and mobile advertising, public relations, search engine optimization and search engine marketing across online, broadcast and print media outlets.

When a user signs up for and downloads the App, VGGL collects the user's email, zip code, television provider and date of birth. The email enables VGGL to verify the user and reduces the chance of fraud. The zip code allows VGGL to present a relevant list of cable and satellite providers to the user to deliver the correct channel listing data. Knowing the television provider in turn helps to increase the rate of success for television show matching. Users are encouraged to provide additional information such as their physical mailing address. Knowing the user's birthday allows verification that the user is at least 13 years old. The physical mailing address is required for the delivery of physical goods selected by the user in the Application rewards catalog. This information also helps to better target relevant advertising to the user. This information is managed in adherence with standard privacy policies and regulations.

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Competitive Position The market for digital and social media applications is intensely competitive and rapidly changing. New competitors may be able to launch new businesses at relatively low cost. Many consumers maintain simultaneous relationships with multiple digital brands and products, making it easy to shift consumption from one provider to another. Additionally, the “Social TV” category is nascent and has yet to attract the attention of mainstream consumers and marketers. Many competitors are larger, more established, better funded, and have a history of successful operations. Although VGGL launched the first version of its App in January 2012, there can be no assurance of sustained success or effectiveness. While there are a variety of companies currently in the market that offer either manual check-in or audio verification, management believes its App differs significantly because it offers users real, as opposed to virtual, rewards such as movie tickets, music cards and gift cards, and customers are driven to engage and interact with TV shows for longer periods of time. VGGL offers a comprehensive range of features and functionality, such as automatic check-ins using audio verification, in-app digital advertising engagements (such as games or videos, real-time polls and quizzes) and full social media integration that rewards our users for being more loyal to their TV shows and provide users with more enjoyment at the same time. Such integration makes it easy for users to share what they are doing within the Application with their social network and to follow show-specific commentary on Twitter and Facebook. VGGL also offers the user a listing of current and upcoming shows for which they can set reminders, learn more information and indicate their support of the show by “liking” it. Other companies in the “Social TV” market focus on the simple ability of a user to communicate their television viewing activity to others in the user's social media circles. Instead of real rewards, these companies offer their users virtual points, leader board status, digital badges or stickers. Management believes that VGGL’s target markets will be motivated by the ability to earn real rewards on a frequent basis and to interact in real time via show- specific polls, quizzes, videos and games

RISK FACTORS

For a list of Risk Factors affecting Viggle Inc. and its common stock, readers are directed to the Company’s SEC filings on http://www.sec.gov/search/search.htm. Investors should carefully consider the risk factors discussed in this report and consider all other information in the Company’s public filings before making an investment decision.

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FINANCIAL OVERVIEW / RECENT DEVELOPMENTS

On July 16 VGGL released preliminary revenue and user growth figures for its F4Q 2014 and full Fiscal 2014, ended June 30, 2014. Full financials and user information will be disclosed in Viggle’s Annual Report on Form 10-K. The 10-K will be filed with the U.S. Securities and Exchange Commission on or before the September 28, 2014 deadline.

According to the preliminary figures, Viggle generated approximately $5.2 to $5.4 million in revenue in F4Q 2014, an increase of approximately 60 percent over F3Q 2014 revenue of $3.306 million. Viggle generated approximately $17.9 to $18.1 million in revenue in Fiscal 2014, an increase of approximately 29 percent from $13.907 million in 2013. Net registered users as of the end of F4Q 2014 totaled 5.353 million, an increase of 75 percent over 3.0623 million at the end of F4Q 2013, and a 29 percent increase over 4.141 million at the end of F3Q 2014.

Average monthly active users were approximately 653,400 in F4Q 2014, an increase of 61 percent over F3Q 2014’s average, which was approximately 405,600.

RECENT DEVELOPMENTS Viggle Launches Entertainment Rewards App on Windows 8 in Collaboration with Microsoft Microsoft Azure Will Power the App and Viggle Inc. Brands across Platforms and Devices

Viggle Inc. July 15, 2014 8:00 AM NEW YORK--(BUSINESS WIRE)-- Viggle Inc. (VGGL) (“Viggle”), the entertainment marketing and rewards platform today announced a strategic alliance with Microsoft Corp. that will extend the availability of the free Viggle app on Windows Phone 8 and Windows 8. Viggle now runs on all major mobile platforms including iOS, Android and Windows. Viggle will also use Microsoft Azure for cloud infrastructure to support the services across platforms and devices. The new Viggle app, which offers rewards for watching TV and listening to music, is free and available for download in the Windows and Windows Phone Stores. The apps will provide the same functionality as the award-winning Viggle application already available on iOS and Android. With its value to consumers and position as a leading disrupter in the television industry, Microsoft is committed to supporting Viggle and this compelling new app.

“ We are constantly evaluating how to improve and expand the Viggle experience for users and our alliance with Microsoft enables us to do that on multiple levels,” said Greg Consiglio, President & COO of Viggle Inc. “We are making the experience available to some users for the first time with the Viggle app for Windows and will be working with Microsoft to utilize their cloud services platform Microsoft Azure. We expect to continue to expand our relationship over time.”

“Windows is backed by an incredible, ever-growing app ecosystem, and we’re excited to see Viggle bring its award-winning app to our marketplace,” said Steve Guggenheimer, Corporate Vice President, Developer Experience, and Microsoft. “Viggle pushes the boundaries of how people use mobile devices and apps and helps people better connect with the entertainment they already love.”

The Viggle app for Windows provides users with an easy-to-use second screen to engage in entertainment all day long and receive rewards for it. Users will be able to check into TV, match music, read entertaining content, and engage with ads for points they can redeem for a wide variety of rewards, including digital media at Viggle Store. The app works by recognizing and identifying the show or music that is playing from any source and serving up the song or show name. The technology allows users to simply tap the “check in” button on the app and match a few seconds of audio to its unique audio fingerprint.

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More about the Viggle app:

Viggle LIVE -- Engage with your favorite shows through real-time quizzes, polls and trivia that are delivered within Viggle and synced with what you are watching on TV.

MYGUY The Ultimate Fantasy Sports Game -- The first-of-its-kind interactive fantasy game that lets you earn real rewards for your play during professional and collegiate sports games. Choose different players throughout the game, get points every time your player scores, and earn bonus points based on your score each quarter.

Viggle MUSIC -- Anytime you’re listening to music, use Viggle to match the song to earn bonus points. Use your Viggle Points to get music downloads at Viggle Store.

Quests & Streaks Awards for Loyalty -- Quests are thematic challenges that earn you entries into sweepstakes and additional points when you check into shows under a particular category (Holiday movies and series, Fall TV Finds, Shows about Pets, etc). Streaks provide you with additional Viggle Points when you check into multiple episodes of a TV series.

Sweepstakes & Contests -- Viggle partners with major brands, TV networks and Rewards partners to offer you the opportunity to win big prizes. You can win gift cards, electronics, trips and one-of-a-kind TV experiences (trips and tickets to American Idol LIVE!, the America’s Got Talent finale and much more).

Entertainment Rewards -- All users can redeem their Viggle Points for a wide variety of rewards including electronics, products, deals, dining offers and gift cards from Papa John’s, Best Buy, Fandango and many more. Millions of song downloads are also available online at Viggle Store, with other digital media like movies, TV shows and books coming soon. In addition to the Viggle app, Viggle Inc.’s properties include NextGuide, a personalized TV programming guide and distributed reminder platform; Wetpaint, an entertainment news and social publishing platform; and Viggle Store, an online rewards destination where members can redeem their Viggle Points for music downloads. Viggle Store is powered by Choose Digital, Viggle Inc.’s most recent acquisition. In March 2014, Viggle Inc. achieved a total reach of 20.8 million.

Acquisition of Choose Digital On June 24, 2014, Viggle Inc., a Delaware corporation ("Viggle"), and Viggle Merger Sub III Inc., a Delaware corporation and wholly-owned subsidiary of Viggle ("Merger Sub"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with Choose Digital Inc., a Delaware corporation ("Choose Digital"), certain stockholders of Choose Digital (solely with respect to Articles 1, 5 and 6 and Subsection 10.1) and Amossyklein Family Holdings, LLLP, a Florida limited liability limited partnership (solely in its capacity as the Stockholders' Agent).

The Merger Agreement and the transactions contemplated thereby have been approved by the board of directors of each of Viggle, Merger Sub and Choose Digital. Within twenty four hours following the execution and delivery of the Merger Agreement, Choose Digital delivered to Viggle and Merger Sub the irrevocable written consent (the "Written Consent") of certain of the holders of Choose Digital common stock (the "Choose Digital Common Stock") and Choose Digital preferred stock (the "Choose Digital Preferred Stock" and, collectively with the Choose Digital Common Stock, the "Choose Digital Capital Stock") adopting and approving the Merger Agreement and the transactions contemplated thereby. Following receipt of the Written Consent, upon the terms set forth in the Merger Agreement, Merger Sub merged with and into Choose Digital (the "Merger"), with Choose Digital continuing as the surviving corporation and a wholly-owned subsidiary of Viggle. In connection with the Merger, all outstanding shares of Choose Digital Capital Stock, along with certain promissory notes payable by Choose Digital, were converted into the right to receive in the aggregate (A) approximately 1,963,309 shares of Viggle common stock (the "Stock Consideration"), plus (B) a contingent payment, to be made within five Business Days after the first anniversary of the Closing Date, in an aggregate amount up to $4,791,673.94, depending on the trading price of Viggle common stock at that time.

The Merger Agreement contains customary representations, warranties and covenants of Viggle, Merger Sub and Choose Digital. A copy of the Merger Agreement is filed with this Current Report on Form 8-K as Exhibit 2.1 and is incorporated herein by reference. The foregoing description of the Merger Agreement is qualified in its entirety by reference to the full text of the

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Merger Agreement filed with this Current Report on Form 8-K.

Viggle, Inc. (VGGL) Receives NoA from USPTO for '722

May 30, 2014 8:06 AM EDT Viggle Inc. (Nasdaq: VGGL) announced that it received a Notice of Allowance from the U.S. Patent and Trademark Office (“USPTO”) for U.S. Patent Application No. 13/802,722, titled “Portfolio Optimization for Media Merchandising.” The patent allowance protects Viggle Inc.’s proprietary technology that analyzes content distribution patterns over time to recommend the most optimal time and channel for distributing content to achieve higher levels of engagement. The technology enables networks and brands that utilize the Viggle Platform to execute more effective marketing campaigns around their content.

The allowed patent application strengthens Viggle Inc.’s Platform, a multi-channel portfolio that allows marketers to engage with entertainment fans. The Viggle Platform encompasses the Viggle mobile app, where users check-in and engage with TV shows and music, Wetpaint’s entertainment and social media publishing platform and the NextGuide mobile app and website that enables discovery of entertainment content such as linear TV, streaming and content available for download. “This patent furthers our ability to work with partners to launch campaigns that achieve higher response rates,” said Greg Consiglio, President and COO of Viggle Inc. “Our technology helps networks and brands more effectively share their content across web, social and in-app channels while utilizing actionable audience engagement data to improve targeting and engagement rates.”

This allowed patent application is one part of Viggle Inc.’s growing worldwide patent portfolio. Viggle has recently been awarded another patent, U.S. Patent No. 8,732,739, titled “System and Method for Tracking and Rewarding Media and Entertainment Usage Including Substantially Real Time Rewards.” The patent is directed to Viggle Inc.’s proprietary technology that compares known audio segments to audio captured by a viewer’s activation of Viggle’s mobile app on their smartphone or tablet to identify the entertainment the viewer is experiencing and assigns loyalty points to the viewer associated with the identified entertainment. By doing so, Viggle users earn points that can be redeemed for real rewards such as music downloads, headphones, electronics, major brand discounts and gift cards.

SUMMARY/CONCLUSION We view VGGL as an exciting innovative social media play that is positioned to capitalize on current trends in not only social media but also many subsectors of entertainment. With solutions targeting end consumers, brand advertisers and media companies VGGL can target a number of very large, deep pocketed and influential enterprises that are currently in the middle of the social media gold rush that is sweeping out over many sectors in media, advertising and entertainment. VGGL already has an impressive list of major network, strategic, brand advertiser and rewards partners that combine to provide a multi-billion dollar available revenue opportunity over the next very few years. Financial results are trending in the right direction with increasing revenues contributing to declines in operating losses. It is, of course, very early in the Company Lifecycle and ultimately management must overcome a number of formidable challenges. Very high on the list will be to maintain adequate levels of funding for working capital and investment while the strategic plan and vision are implemented to capitalize on what appears to be a very dynamic high growth and potentially very profitable enterprise on a longer term basis. APPENDIX Analyst Certification I, Michael Anderegg, hereby certify that the view expressed in this research report accurately reflect my personal views about the subject securities and issuers. I also certify that no part of my compensation was, is, or will be, directly or indirectly, related to the recommendations or views expressed in this research report.

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