1006637--2/25/2010--TICKETMASTER_ENTERTAINMENT

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{operation, international, foreign}

{product, market, service}

{acquisition, growth, future}

{system, service, information}

{regulation, change, law}

{personnel, key, retain}

{competitive, industry, competition}

{property, intellectual, protect}

{financial, litigation, operation}

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RISKS RELATING TO OUR BUSINESS Live Entertainment Industry and General Economic Trends The Company's success depends, in significant part, on entertainment, sporting and leisure events and factors adversely affecting such events could have a material adverse effect on our business, financial condition and results of operations. Third Party Relationships The Company depends on relationships with clients and any adverse changes in these relationships could adversely affect its business, financial condition and results of operations. Competition The ticketing and artist services industries are highly competitive and competitors may win business away from the Company, which could adversely affect the Company's financial performance. Covenants in the Company's debt agreements restrict the Company's business in many ways and if the Company does not effectively manage its business to comply with these covenants, its financial condition and results of operations could be adversely affected. International Presence and Expansion The Company's businesses operate in international markets in which the Company has limited experience. The Company's businesses may not be able to successfully expand into new, or further into existing, international markets. Foreign Currency Risks The Company faces risks and uncertainties related to foreign currency exchange rate fluctuations. Changing Customer Requirements and Industry Standards The Company's businesses may not be able to adapt quickly enough to changing customer requirements and industry standards. Compliance with Laws, Rules and Regulations The Company's failure to comply with existing laws, rules and regulations as well as changing laws, rules and regulations and other legal uncertainties, could adversely affect the Company's business, financial condition and results of operations. Maintenance of Systems and Infrastructure The Company's success depends, in part, on the integrity of the Company's systems and infrastructures. System interruption and the lack of integration and redundancy in these systems and infrastructures may have an adverse impact on the Company's business, financial conditions and results of operations. Privacy The processing, storage, use and disclosure of personal data could give rise to liabilities as a result of governmental regulation, conflicting legal requirements or differing views of personal privacy rights. Intellectual Property The Company may fail to adequately protect its intellectual property rights or may be accused of infringing intellectual property rights of third parties. Key Employees Failure to attract and retain key employees could adversely impact the Company's business. Brand Recognition Failure to maintain brand recognition and attract and retain customers in a cost-effective manner could adversely affect the Company's business, financial condition and results of operations. Acquisitions The Company may experience operational and financial risks in connection with acquisitions. In addition, some of the businesses acquired by the Company may incur significant losses from operations or experience impairment of carrying value. Future Capital Needs The Company may have future capital needs and may not be able to obtain additional financing on acceptable terms. Goodwill Impairment Impairment of the Company's goodwill could negatively affect the Company's financial results and financial condition. RISKS RELATING TO OUR SPIN-OFF FROM IAC If our spin-off from IAC, or one or more of the spin-offs of three other IAC subsidiaries from IAC that occurred on the same date, were to fail to qualify as a transaction that is generally tax-free for U.S. federal income tax purposes, the Company may be subject to significant tax liabilities. Certain transactions in IAC, the Company, or other Spinco equity securities could cause one or more of the IAC spin-offs to be taxable to IAC and may give rise to indemnification obligations of the Company under the Tax Sharing Agreement. The spin-off agreements were not the result of arm's length negotiations.

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1006637--2/25/2010--TICKETMASTER_ENTERTAINMENT_LLC