Common use of Conditions to Delivery of Shares Clause in Contracts

Conditions to Delivery of Shares. The Grantor's obligation to deliver Shares upon exercise of the Option is subject only to the conditions that: (a) No preliminary or permanent injunction or other order issued by any federal or state court of competent jurisdiction in the United States prohibiting the delivery of the Shares shall be in effect; and (b) Any applicable waiting periods under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act") shall have expired or been terminated and all other consents, approvals, orders, notifications or authorizations, the failure of which to obtain or make would have the effect of making the issuance of the Shares illegal (collectively, the "Regulatory Approvals") shall have been obtained or made; and (i) a proposal for an Alternative Transaction (as defined in the Merger Agreement) involving the Grantor shall have been publicly announced prior to the time the Merger Agreement is terminated pursuant to the terms thereof (the "Merger Termination Date") and one or more of the following events shall have occurred on or after the time of the making of such proposal: (A) the requisite vote of the stockholders of the Grantor in favor of adoption and approval of the Merger Agreement shall not have been obtained at the CDnow Stockholders' Meeting (as defined in the Merger Agreement) or any adjournment or postponement thereof, (B) the Board of Directors of the Grantor shall have withdrawn or modified its recommendation of the Merger Agreement or the CDnow Merger or failed to confirm its recommendation of the Merger Agreement or the CDnow Merger to the stockholders of the Grantor within ten business days after a written request by the Grantee to do so; (C) the Board of Directors of the Grantor shall have recommended to the stockholders of the Grantor an Alternative Transaction (as defined in the Merger Agreement); (D) a tender offer or exchange offer for 20% or more of the outstanding shares of Grantor Common Stock shall have been commenced (other than by the Grantee or an affiliate of the Grantee) and the Board of Directors of the Grantor shall have recommended that the stockholders of the Grantor tender their shares in such tender or exchange offer; or (E) for any reason Grantor shall have failed to call and hold the CDnow Stockholders' Meeting (as defined in the Merger Agreement) by the Outside Date (as defined in the Merger Agreement); provided, however, that the Option may not be exercised if the Grantee is in material breach of any of its material representations, warranties, covenants or agreements contained in this Agreement or in the Merger Agreement; or (ii) the Merger Agreement shall have been terminated by the Grantor pursuant to Section 7.1(g) of the Merger Agreement.

Conditions to Delivery of Shares. The Grantor's obligation to -------------------------------- deliver Shares upon exercise of the Option is subject only to the conditions that: (a) No preliminary or permanent injunction or other order issued by any federal or state court of competent jurisdiction in the United States prohibiting the delivery of the Shares shall be in effect; and (b) Any applicable waiting periods under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act") ), shall have expired or been terminated terminated; and (c) the representations and warranties of the Grantee made in Section 5 of this Agreement shall be true and correct in all other consents, approvals, orders, notifications or authorizations, material respects as of the failure date of which to obtain or make would have the effect closing of making the issuance of the Shares illegal (collectively, the "Regulatory Approvals") shall have been obtained or madeShares; and (d) (i) (A) a proposal for an Alternative Transaction (as defined in the Merger Agreement) involving the Grantor bona fide Acquisition Proposal shall have been made to the Grantor or any of its stockholders or any Person shall have announced an intention (whether or not conditional) to make an Acquisition Proposal with respect to the Grantor, and on or following the date of the Merger Agreement but prior to the date that the Offer is consummated, such Acquisition Proposal, announcement or intention is or becomes publicly announced known, (B) no event shall have become publicly known prior to the time that such Acquisition Proposal, announcement or intention is or becomes publicly known that would have a material adverse effect on the ability of Grantee or Merger Sub to consummate the Merger (other than any event related to such Acquisition Proposal, announcement or intention or any event related to a breach of the Merger Agreement or this Agreement by Grantor) and (C) on or following the date on which such Acquisition Proposal, announcement or intention is or becomes publicly known, the Merger Agreement is terminated by either the Grantee or the Grantor pursuant to the terms thereof (the "Merger Termination Date"Section 9.2(i) and one or more of the following events shall have occurred on or after the time of the making of such proposal: (A) the requisite vote of the stockholders of the Grantor in favor of adoption and approval of the Merger Agreement shall not have been obtained at Agreement, unless Merger Sub has consummated the CDnow Stockholders' Meeting (as defined in the Merger Agreement) or any adjournment or postponement thereof, (B) the Board Offer and Grantor has complied with Section 1.4 of Directors of the Grantor shall have withdrawn or modified its recommendation of the Merger Agreement or the CDnow Merger or failed to confirm its recommendation of the Merger Agreement or the CDnow Merger to the stockholders of the Grantor within ten business days after a written request by the Grantee to do so; (C) the Board of Directors of the Grantor shall have recommended to the stockholders of the Grantor an Alternative Transaction (as defined in the Merger Agreement); (D) a tender offer or exchange offer for 20% or more of the outstanding shares of Grantor Common Stock shall have been commenced (other than by the Grantee or an affiliate of the Grantee) and the Board of Directors of the Grantor shall have recommended that the stockholders of the Grantor tender their shares in such tender or exchange offer; or (E) for any reason Grantor shall have failed to call and hold the CDnow Stockholders' Meeting (as defined in the Merger Agreement) by the Outside Date (as defined in the Merger Agreement); provided, however, that the Option may not be exercised if the Grantee is in material breach of any of its material representations, warranties, covenants or agreements contained in this Agreement or in the Merger Agreement; or or (ii) the Merger Agreement shall have been is terminated (x) by the Grantor pursuant to Section 7.1(g9.3(a) of the Merger Agreement, or (y) by the Grantee pursuant to Section 9.4(a) of the Merger Agreement, or (z) pursuant to Section 9.2(iv) of the Merger Agreement as a result of the failure to satisfy any one of the conditions set forth in paragraphs (c), (e) or (f) of Annex A of the Merger Agreement. (e) As used in this Agreement, "person" shall have the meaning specified in Sections 3(a)(9) and 13(d)(3)

Conditions to Delivery of Shares. The Grantor's obligation to deliver Shares upon exercise of the Option is subject only to the conditions that: (a) No preliminary or permanent injunction or other order issued by any federal or state court of competent jurisdiction in the United States prohibiting the delivery of the Shares shall be in effect; and (b) Any applicable waiting periods under the XxxxHart-Xxxxx-Xxxxxx Antitrust Xxxitrust Improvements Act of 1976, as amended 1976 (the xxx "HSR ActXXX Xxx") shall xxxll have expired or been terminated terminated; and (c) the representations and warranties of the Grantee made in Section 5 of this Agreement shall be true and correct in all other consents, approvals, orders, notifications or authorizations, material respects as of the failure date of which to obtain or make would have the effect closing of making the issuance of the Shares illegal (collectively, the "Regulatory Approvals") shall have been obtained or madeShares; and (d) (i) (A) a proposal for an Alternative Transaction bona fide Acquisition Proposal (as defined in the Merger Agreement) involving the Grantor shall have been made to the Company or any of its stockholders or any Person shall have announced an intention (whether or not conditional) to make an Acquisition Proposal with respect to the Company, and on or following the date of the Merger Agreement but prior to the date that the Offer is consummated and Grantee owns a majority of the outstanding shares of Common Stock, such Acquisition Proposal, announcement or intention is or becomes publicly announced known, and (B) on or following the date of the Merger Agreement but prior to the time such Acquisition Proposal, announcement or intention is or becomes publicly known, the occurrence of an event that would have a material adverse effect on the ability of Grantee or Merger Sub to consummate the Merger shall not have become publicly known, and (C) on or following the date on which such Acquisition Proposal, announcement or intention is or becomes publicly known, the Merger Agreement is terminated by either the Grantee or the Grantor pursuant to the terms thereof (the "Merger Termination Date"Section 9.2(i) and one or more of the following events shall have occurred on or after the time of the making of such proposal: (A) the requisite vote of the stockholders of the Grantor in favor of adoption and approval of the Merger Agreement and if terminated by Grantee or Merger Sub, Grantee or Merger Sub shall not have been obtained at the CDnow Stockholders' Meeting (as defined in the Merger Agreement) or any adjournment or postponement thereof, (B) the Board of Directors of the Grantor shall have withdrawn or modified its recommendation of the Merger Agreement or the CDnow Merger or failed to confirm its recommendation of the Merger Agreement or the CDnow Merger to the stockholders of the Grantor within ten business days after collectively beneficially own a written request by the Grantee to do so; (C) the Board of Directors of the Grantor shall have recommended to the stockholders of the Grantor an Alternative Transaction (as defined in the Merger Agreement); (D) a tender offer or exchange offer for 20% or more majority of the outstanding shares of Grantor Common Stock shall have been commenced (other than by the Grantee or an affiliate on a fully diluted basis, and a termination fee has become payable pursuant to Section 9.5(b) of the Grantee) and the Board of Directors of the Grantor shall have recommended that the stockholders of the Grantor tender their shares in such tender or exchange offer; or (E) for any reason Grantor shall have failed to call and hold the CDnow Stockholders' Meeting (as defined in the Merger Agreement) by the Outside Date (as defined in the Merger Agreement); provided, however, that the Option may not be exercised if the Grantee is in material breach of any of its material representations, warranties, covenants or agreements contained in this Agreement or in the Merger Agreement; or (ii) the Merger Agreement shall have been is terminated (x) by the Grantor pursuant to Section 7.1(g9.3(a) of the Merger Agreement., or (y) by the Grantee pursuant to Section 9.4(a) of the Merger Agreement, or (z) pursuant to Section 9.2(iv) of the Merger Agreement as a result of the failure to satisfy any one of the conditions set forth in paragraphs (e) or (f) of Annex A of the Merger Agreement. As used in this Agreement, "person" shall have the meaning specified in Sections 3(a)(9) and 13(d)(3)

Conditions to Delivery of Shares. The Grantor's obligation to deliver Shares upon exercise of the Option is subject only to the conditions that: (a) No preliminary or permanent injunction or other order issued by any federal or state court of competent jurisdiction in the United States prohibiting the delivery of the Shares shall be in effect; and and (b) Any applicable waiting periods under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended 0000 (the xxx "HSR ActXXX Xxx") shall have expired or been terminated and all other consents, approvals, orders, notifications or authorizations, the failure of which to obtain or make would have the effect of making the issuance of the Shares illegal (collectively, the "Regulatory Approvals") shall have been obtained or made; and and (c) (i) a proposal for an Alternative Transaction (as defined in the Merger Agreement) involving the Grantor shall have been publicly announced prior to the time the Merger Agreement is terminated pursuant to the terms thereof (the "Merger Termination Date") and one or more of the following events shall have occurred on or after the time of the making of such proposal: (A) the requisite vote of the stockholders of the Grantor in favor of adoption and approval of the Merger Agreement shall not have been obtained at the CDnow National Media Stockholders' Meeting (as defined in Section 3.16 of the Merger Agreement) or any adjournment or postponement thereof, ; (B) the Board of Directors of the Grantor shall have withdrawn or modified its recommendation of the Merger Agreement or the CDnow National Media Merger or failed to confirm its recommendation of the Merger Agreement or the CDnow National Media Merger to the stockholders of the Grantor within ten business days after a written request by the Grantee to do so; (C) the Board of Directors of the Grantor shall have recommended to the stockholders of the Grantor an Alternative Transaction (as defined in the Merger Agreement)Transaction; (D) a tender offer or exchange offer for 20% or more of the outstanding shares of Grantor Common Stock shall have been commenced (other than by the Grantee or an affiliate of the Grantee) and the Board of Directors of the Grantor shall have recommended that the stockholders of the Grantor tender their shares in such tender or exchange offer; or (E) for any reason the Grantor shall have failed to call and hold the CDnow National Media Stockholders' Meeting (as defined in the Merger Agreement) by the Outside Date (as defined in Section 7.1(b) of the Merger Agreement); provided, however, that the Option may not be exercised if the Grantee is in material breach of any of its material representations, warranties, covenants or agreements contained in this Agreement or in the Merger Agreement; or (ii) the Merger Agreement shall have been terminated by the Grantor Grantee pursuant to Section 7.1(g) of the Merger Agreement.

Conditions to Delivery of Shares. The Grantor's obligation to deliver Shares upon exercise of the Option is subject only to the conditions that: (a) No preliminary or permanent injunction or other order issued by any federal or state court of competent jurisdiction in the United States prohibiting the delivery of the Shares shall be in effect; and (b) Any applicable waiting periods under the XxxxHart-Xxxxx-Xxxxxx Antitrust Xxxitrust Improvements Act of 19761976 (xxx "XXX Xxx") xxxll have expired or been terminated, applicable approvals of the Federal Communications Commission ("FCC") pursuant to the Communications Act of 1934, as amended (the "HSR Communications Act") shall have expired or been terminated obtained, and all other consents, approvals, orders, notifications or authorizations, the failure of which to obtain or make would have the effect of making the issuance of the Shares illegal (collectively, the "Regulatory Approvals") shall have been obtained or made; and and (c) (i) a proposal for an Alternative Transaction (as defined in the Merger Agreement) involving the Grantor shall have been publicly announced prior to the time the Merger Agreement is terminated pursuant to the terms thereof (the "Merger Termination Date") and one or more of the following events shall have occurred on or after the time of the making of such proposal: (A) the requisite vote of the stockholders of the Grantor in favor of adoption and approval of the Merger Agreement shall not have been obtained at the CDnow ValueVision Stockholders' Meeting (as defined in Section 3.16 of the Merger Agreement) or any adjournment or postponement thereof, ; (B) the Board of Directors of the Grantor shall have withdrawn or modified its recommendation of the Merger Agreement or the CDnow ValueVision Merger or failed to confirm its recommendation of the Merger Agreement or the CDnow ValueVision Merger to the stockholders of the Grantor within ten business days after a written request by the Grantee to do so; (C) the Board of Directors of the Grantor shall have recommended to the stockholders of the Grantor an Alternative Transaction (as defined in the Merger Agreement)Transaction; (D) a tender offer or exchange offer for 20% or more of the outstanding shares of Grantor Common Stock shall have been commenced (other than by the Grantee or an affiliate of the Grantee) and the Board of Directors of the Grantor shall have recommended that the stockholders of the Grantor tender their shares in such tender or exchange offer; or (E) for any reason Grantor shall have failed to call and hold the CDnow ValueVision Stockholders' Meeting (as defined in the Merger Agreement) by the Outside Date (as defined in Section 7.1(b) of the Merger Agreement); provided, however, that the Option may not be exercised if the Grantee is in material breach of any of its material representations, warranties, covenants or agreements contained in this Agreement or in the Merger Agreement; or (ii) the Merger Agreement shall have been terminated by the Grantor Grantee pursuant to Section 7.1(g) of the Merger Agreement.

Conditions to Delivery of Shares. The Grantor's obligation to deliver Shares upon exercise of the Option is subject only to the conditions that: (a) No preliminary or permanent injunction or other order issued by any federal or state court of competent jurisdiction in the United States prohibiting the delivery of the Shares shall be in effect; and (b) Any applicable waiting periods under the XxxxHart-Xxxxx-Xxxxxx Antitrust Xxxitrust Improvements Act of 1976, as amended (the "HSR Act") shall have expired or been terminated and all other consents, approvals, orders, notifications or authorizations, terminated; and (c) Any approval required to be obtained prior to the failure of which to obtain or make would have the effect of making the issuance delivery of the Shares illegal (collectively, under the "Regulatory Approvals") insurance laws of any state or foreign jurisdiction shall have been obtained or madeand be in full force and effect; and (i) a proposal for an Alternative Transaction any person (other than Grantee or any of its subsidiaries) shall have commenced (as such term is defined in Rule 14d-2 under the Merger Agreement) involving the Grantor shall have been publicly announced prior to the time the Merger Agreement is terminated pursuant to the terms thereof Securities Exchange Act of 1934 (the "Merger Termination DateExchange Act")) a tender offer, or shall have filed a registration statement under the Securities Act of 1933 (the "Securities Act") and one with respect to an exchange offer, to purchase any shares of Common Stock such that, upon consummation of such offer, such person or a "group" (as such term is defined under the Exchange Act) of which such person is a member shall have acquired beneficial ownership (as such term is defined in rule 13d-3 of the Exchange Act), or the right to acquire beneficial ownership, of 15 percent or more of the following events then outstanding Common Stock; (ii) any person (other than Grantee or any of its subsidiaries) shall have occurred on publicly announced or after the time delivered to Grantor a proposal, or disclosed publicly or to Grantor an intention to make a proposal, to purchase 15 percent or more of the making of such proposal: (A) the requisite vote of the stockholders of assets or any equity securities of, or to engage in a merger, reorganization, tender offer, share exchange, consolidation or similar transaction involving the Grantor in favor of adoption and approval of the Merger Agreement shall not have been obtained at the CDnow Stockholders' Meeting (as defined in the Merger Agreement) or any adjournment of its subsidiaries (an "Acquisition Transaction"); (iii) Grantor or postponement thereofany of its subsidiaries shall have authorized, recommended, proposed or publicly announced an intention to authorize, recommend or propose, or entered into, an agreement, including without limitation, an agreement in principle, with any person (other than Grantee or any of its subsidiaries) to effect or provide for an Acquisition Transaction; (iv) any person shall solicit proxies or consents or announce a bona fide intention to solicit proxies or consents from Grantor's stockholders (x) relating to directors, (By) in opposition to the Board of Directors of the Grantor shall have withdrawn or modified its recommendation of Merger, the Merger Agreement or any related transactions or (z) relating to an Acquisition Transaction (other than solicitations of stockholders seeking approval of the CDnow Merger or failed to confirm its recommendation of Merger, the Merger Agreement or the CDnow Merger to the stockholders of the Grantor within ten business days after a written request by the Grantee to do so; (C) the Board of Directors of the Grantor shall have recommended to the stockholders of the Grantor an Alternative Transaction (as defined in the Merger Agreementany related transactions); or (Dv) a tender offer or exchange offer for 20% or more of the outstanding shares of Grantor Common Stock shall have been commenced any person (other than by the Grantee or an affiliate of the Grantee) and the Board of Directors of the Grantor shall have recommended that the stockholders of the Grantor tender their shares in such tender or exchange offer; or (E) for any reason Grantor shall have failed to call and hold the CDnow Stockholders' Meeting (as defined in the Merger Agreement) by the Outside Date (as defined in the Merger Agreement); provided, however, that the Option may not be exercised if the Grantee is in material breach of any of its material representations, warranties, covenants or agreements contained in this Agreement or in the Merger Agreement; or (iisubsidiaries) the Merger Agreement shall have been terminated by the Grantor pursuant to Section 7.1(g) of the Merger Agreement.have

Conditions to Delivery of Shares. The Grantor's obligation to deliver -------------------------------- Shares upon exercise of the Option is subject only to the conditions that: (a) No preliminary or permanent injunction or other order issued by any federal or state court of competent jurisdiction in the United States prohibiting the delivery of the Shares shall be in effect; and (b) Any applicable waiting periods under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended 0000 (the xxx "HSR ActXXX Xxx") shall have expired or been terminated and all terminated; and (c) Any other consentsconsent, approvalsapproval, ordersorder, notifications notification, or authorizationsauthorization, the failure of which to obtain or make would have the effect of making make the issuance of the Shares illegal (collectivelyillegal, the "Regulatory Approvals") shall have been obtained or mademade and be in full force and effect; and (i) a proposal for an Alternative Transaction any person (other than Grantee or any of its subsidiaries) shall have acquired beneficial ownership (as such term is defined in Rule 13d-3 under the Merger AgreementSecurities Exchange Act of 1934, as amended (the "Exchange Act")) involving or the Grantor right to acquire beneficial ownership of, or any "group" (as such term is defined under the Exchange Act) shall have been publicly announced prior formed which beneficially owns or has the right to the time the Merger Agreement is terminated pursuant to the terms thereof (the "Merger Termination Date") and one or more acquire beneficial ownership of, shares of the following events shall have occurred on or after the time of the making of such proposal: (A) the requisite vote of the stockholders of the Grantor in favor of adoption and approval of the Merger Agreement shall not have been obtained at the CDnow Stockholders' Meeting (as defined in the Merger Agreement) or any adjournment or postponement thereof, (B) the Board of Directors of the Grantor shall have withdrawn or modified its recommendation of the Merger Agreement or the CDnow Merger or failed to confirm its recommendation of the Merger Agreement or the CDnow Merger to the stockholders of the Grantor within ten business days after a written request by the Grantee to do so; (C) the Board of Directors of the Grantor shall have recommended to the stockholders of the Grantor an Alternative Transaction (as defined in the Merger Agreement); (D) a tender offer or exchange offer for Common Stock aggregating 20% or more of the then outstanding shares of Grantor Common Stock shall have been commenced (other than by the Grantee or an affiliate of the Grantee) and the Board of Directors of the Grantor shall have recommended that the stockholders of the Grantor tender their shares in such tender or exchange offerStock; or (E) for any reason Grantor shall have failed to call and hold the CDnow Stockholders' Meeting (as defined in the Merger Agreement) by the Outside Date (as defined in the Merger Agreement); provided, however, that the Option may not be exercised if the Grantee is in material breach of any of its material representations, warranties, covenants or agreements contained in this Agreement or in the Merger Agreement; or (ii) the Merger Agreement shall have been terminated by the Grantor pursuant to Section 7.1(g8.1(g) of the Merger Agreement; or (iii) either (A) a Grenada Takeover Proposal shall have been made to Grantor or any of its subsidiaries or any of its stockholders or any person shall have publicly announced an intention (whether or not conditional) to make a Grenada Takeover Proposal with respect to Grantor or any of its subsidiaries and thereafter the Merger Agreement shall have been terminated by either Grantee or Grantor pursuant to Section 8.1(d) of the Merger Agreement, or (B) the Merger Agreement shall have been terminated by Grantee pursuant to Section 8.1(f) of the Merger Agreement, and, in the case of either clause (A) or clause (B), within 18 months of the date of such termination Grantee enters into any Grenada Acquisition Agreement (as defined in the Merger Agreement). As used in this Agreement, "person" shall have the meaning specified in Sections 3(a)(9) and 13(d)(3) of the Exchange Act.

Conditions to Delivery of Shares. The Grantor's obligation to deliver Shares upon exercise of the Option is subject only to the conditions that: (a) No preliminary or permanent injunction or other order issued by any federal or state court of competent jurisdiction in the United States prohibiting the delivery of the Shares shall be in effect; and (b) Any applicable waiting periods under the XxxxHart-Xxxxx-Xxxxxx Antitrust Xxxitrust Improvements Act of 1976, as amended 1976 (the xxx "HSR ActXXX Xxx") shall xxxll have expired or been terminated and all other consents, approvals, orders, notifications or authorizations, the failure of which to obtain or make would have the effect of making the issuance of the Shares illegal (collectively, the "Regulatory Approvals") shall have been obtained or made; and (i) a proposal for an Alternative Transaction (as defined in the Merger Agreement) involving the Grantor shall have been publicly announced prior to the time the Merger Agreement is terminated pursuant to the terms thereof (the "Merger Termination Date") and one or more of the following events shall have occurred on or after the time of the making of such proposal: (A) the requisite vote of the stockholders of the Grantor in favor of adoption and approval of the Merger Agreement shall not have been obtained at the CDnow Cross Stockholders' Meeting (as defined in the Merger Agreement) or any adjournment or postponement thereof, ; (B) the Board of Directors of the Grantor shall have withdrawn or modified its recommendation of the Merger Agreement or the CDnow Merger or failed to confirm its recommendation of the Merger Agreement or the CDnow Merger to the stockholders of the Grantor within ten business days after a written request by the Grantee to do so; (C) the Board of Directors of the Grantor shall have recommended to the stockholders of the Grantor an Alternative Transaction (as defined in the Merger Agreement); (D) a tender offer or exchange offer for 20% or more of the outstanding shares of Grantor Common Stock shall have been commenced (other than by the Grantee or an affiliate of the Grantee) and the Board of Directors of the Grantor shall have recommended that the stockholders of the Grantor tender their shares in such tender or exchange offer; or (E) for any reason Grantor shall have failed to call and hold the CDnow Cross Stockholders' Meeting (as defined in the Merger Agreement) by the Outside Date (as defined in the Merger Agreement); provided, however, that the Option may not be exercised if the Grantee is in material breach of any of its material representations, warranties, covenants or agreements contained in this Agreement or in the Merger Agreement; or (ii) the Merger Agreement shall have been terminated by the Grantor pursuant to Section 7.1(g) of the Merger Agreement.

Conditions to Delivery of Shares. The Grantor's obligation to deliver Shares upon exercise of the Option is subject only to the conditions that: (a) No preliminary or permanent injunction or other order issued by any federal or state court of competent jurisdiction in the United States prohibiting the delivery of the Shares shall be in effect; and (b) Any applicable waiting periods under the XxxxHart-XxxxxScott-Xxxxxx Rodino Antitrust Improvements Act of 1976, as amended 1976 (the "HSR Act") shall have expired or shaxx xxxx xxxxxxx xr been terminated and all other consents, approvals, orders, notifications or authorizations, the failure of which to obtain or make would have the effect of making the issuance of the Shares illegal (collectively, the "Regulatory Approvals") shall have been obtained or madeterminated; and (i) a proposal for an Alternative Transaction any person (other than Grantee or any of its subsidiaries) shall have commenced (as such term is defined in Rule 14d-2 under the Merger Agreement) involving the Grantor shall have been publicly announced prior to the time the Merger Agreement is terminated pursuant to the terms thereof Securities Exchange Act of 1934 (the "Merger Termination DateExchange Act")) a tender offer, or shall have filed a registration statement under the Securities Act of 1933 (the "Securities Act") and one with respect to an exchange offer, to purchase any shares of Common Stock such that, upon consummation of such offer, such person or a "group" (as such term is defined under the Exchange Act) of which such person is a member shall have acquired beneficial ownership (as such term is defined in Rule 13d-3 of the Exchange Act), or the right to acquire beneficial ownership, of 15 percent or more of the following events then outstanding Common Stock; (ii) any person (other than Grantee or any of its subsidiaries) shall have occurred on publicly announced or after the time delivered to Grantor a proposal, or disclosed publicly or to Grantor an intention to make a proposal, to purchase 15% or more of the making of such proposal: (A) the requisite vote of the stockholders of assets or any equity securities of, or to engage in a merger, reorganization, tender offer, share exchange, consolidation or similar transaction involving the Grantor in favor of adoption and approval of the Merger Agreement shall not have been obtained at the CDnow Stockholders' Meeting (as defined in the Merger Agreement) or any adjournment of its subsidiaries (an "Acquisition Transaction"); (iii) Grantor or postponement thereofany of its subsidiaries shall have authorized, recommended, proposed or publicly announced an intention to authorize, recommend or propose, or entered into, an agreement, including without limitation, an agreement in principle, with any person (other than Grantee or any of its subsidiaries) to effect or provide for an Acquisition Transition; (iv) any person shall solicit proxies or consents or announce a bona fide intention to solicit proxies or consents from Grantor's stockholders (x) relating to directors, (By) in opposition to the Board of Directors of the Grantor shall have withdrawn or modified its recommendation of Merger, the Merger Agreement or any related transactions or (z) relating to an Acquisition Transaction (other than solicitations of stockholders seeking approval of the CDnow Merger or failed to confirm its recommendation of Merger, the Merger Agreement or the CDnow Merger to the stockholders of the Grantor within ten business days after a written request by the Grantee to do soany related transactions); (Cv) the Board of Directors of the Grantor any person shall have recommended to the stockholders of the Grantor an Alternative made a Transaction Proposal (as defined in the Merger Agreement); or (Dvi) a tender offer any person (other than Grantee or exchange offer for 20% any of its subsidiaries) shall have acquired beneficial ownership (as such term is defined in Rule 13d-3 under the Exchange Act) or the right to acquire beneficial ownership of, or any "group" (as such term is defined under the Exchange Act) shall have been formed which beneficially owns or has the right to acquire beneficial ownership of, shares of Common Stock (other than trust account shares) aggregating 15 percent or more of the then outstanding shares of Grantor Common Stock Stock. As used in this Agreement, "person" shall have been commenced (other than by the Grantee or an affiliate of the Granteemeaning specified in Sections 3(a)(9) and the Board of Directors of the Grantor shall have recommended that the stockholders of the Grantor tender their shares in such tender or exchange offer; or (E) for any reason Grantor shall have failed to call and hold the CDnow Stockholders' Meeting (as defined in the Merger Agreement) by the Outside Date (as defined in the Merger Agreement); provided, however, that the Option may not be exercised if the Grantee is in material breach of any of its material representations, warranties, covenants or agreements contained in this Agreement or in the Merger Agreement; or (ii) the Merger Agreement shall have been terminated by the Grantor pursuant to Section 7.1(g13(d)(3) of the Merger AgreementExchange Act.

Conditions to Delivery of Shares. The GrantorCompany's obligation to deliver Shares upon exercise of the Company Stock Option is subject only to the conditions that: (a) No preliminary or permanent injunction or other order order, decree or ruling issued by any federal or state court of competent jurisdiction in the United States prohibiting the sale or delivery of the Shares shall be in effect; and; (b) Any applicable waiting periods under the XxxxHxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended 1000 (the xxx "HSR ActXXX Xxx") shall have expired or been terminated and all other consents, approvals, orders, notifications any applicable filings or authorizations, the failure of which to obtain or make would have the effect of making the issuance of the Shares illegal (collectively, the "Regulatory Approvals") approvals under foreign antitrust laws shall have been made or obtained or madeand any related waiting periods shall have expired; and (i) any person (other than Purchaser or any of its subsidiaries) shall have acquired beneficial ownership (as such term is defined in Rule 13d-3 under the Exchange Act) or the right to acquire beneficial ownership of, or any "group" (as such term is defined under the Exchange Act) shall have been formed which beneficially owns or has the right to acquire beneficial ownership of, shares of Common Stock aggregating 25 percent or more of the then outstanding Common Stock; (ii) in the event (A) at any time during the pendency of the Offer, a takeover proposal for an Alternative Transaction (as defined in the Merger Agreement) involving the Grantor shall have been made to the Company or any of its subsidiaries or any of its stockholders or any person shall have publicly announced prior an intention to make a takeover proposal with respect to the time Company or any of its subsidiaries, (B) the Merger Agreement is terminated pursuant to the terms thereof (the "Merger Termination Date") and one or more of the following events Offer shall have occurred on terminated or after expired without the time of the making of such proposal: (A) the requisite vote of the stockholders of the Grantor in favor of adoption and approval of the Merger Agreement shall not have been obtained at the CDnow Stockholders' Meeting Minimum Tender Condition (as defined in the Merger Agreement) being satisfied and (C) within one year after the Offer shall have terminated or any adjournment or postponement thereofexpired, either (Bx) the Board Company enters into an agreement (which is subsequently consummated, whether before or after the expiration of Directors such one-year period) with any person, other than Purchaser or Sub, with respect to a takeover proposal which provides for (1) transfer or issuance of securities representing more than 50% of the Grantor equity or voting interests in the Company, or (2) transfer of assets, securities or ownership interests representing more than 50% of the consolidated assets or earning power of the Company, or (y) any person acquires a majority of the Shares; (iii) the Purchaser or the Company shall have withdrawn terminated (or modified its recommendation shall have the right to terminate) the Merger Agreement pursuant to Section 7.1(c) or (d) or Section 8.2(f) or (g) of the Merger Agreement; or (iv) the Company shall have delivered to Purchaser the written notification pursuant to Section 8.2(e)(i) of the Merger Agreement or the CDnow Merger or failed to confirm its recommendation of the Merger Agreement or the CDnow Merger to the stockholders of the Grantor within ten business days after a written request by the Grantee to do so; (C) the Board of Directors of the Grantor and Purchaser shall have recommended notified the Company in writing that Purchaser does not intend to match the stockholders of the Grantor an Alternative Transaction (as defined in the Merger Agreement); (D) a tender offer or exchange offer for 20% or more of the outstanding shares of Grantor Common Stock shall have been commenced (other than by the Grantee or an affiliate of the Grantee) and the Board of Directors of the Grantor shall have recommended that the stockholders of the Grantor tender their shares in such tender or exchange offer; or (E) for any reason Grantor shall have failed to call and hold the CDnow Stockholders' Meeting superior proposal (as defined in the Merger Agreement) by the Outside Date (as defined referred to in the Merger Agreement); provided, however, that the Option may not be exercised if the Grantee is in material breach of any of its material representations, warranties, covenants or agreements contained such notification. As used in this Agreement or in the Merger Agreement; or (ii) the Merger Agreement , "person" shall have been terminated by the Grantor pursuant to Section 7.1(gmeaning specified in Sections 3(a)(9) and 13(d)(3) of the Merger AgreementExchange Act.

Conditions to Delivery of Shares. The Grantor's obligation to deliver Shares upon exercise of the Option or the Spread upon exercise of the Grantor's rights under Section 1(c) above is subject only to the conditions that: (a) No preliminary or permanent injunction or other order issued by any federal or state court of competent jurisdiction in the United States prohibiting the delivery of the Shares shall be in effect; and (b) Any applicable waiting periods under the XxxxHart-Xxxxx-Xxxxxx Antitrust Xxxitrust Improvements Act of 1976, as amended 1976 (the xxx "HSR ActXXX Xxx") shall xxxll have expired or been terminated and all other consents, approvals, orders, notifications or authorizations, the failure of which to obtain or make would have the effect of making the issuance of the Shares illegal (collectively, the "Regulatory Approvals") shall have been obtained or madeterminated; and (ic) a A proposal for an Alternative Transaction (as defined in the Merger Agreement) involving the Grantor shall have been publicly announced made prior to the time date the Merger Agreement is terminated pursuant to the terms thereof (the "Merger Termination Date") and one or more of the following events shall have occurred on or after the time date of the making of such proposal: (A1) the requisite vote of the stockholders of the Grantor in favor of adoption and approval of the Merger Agreement Arbor Voting Proposals shall not have been obtained at the CDnow Arbor Stockholders' Meeting (as such terms are defined in the Merger Agreement) or any adjournment or postponement thereof, ; (B2) the Board of Directors of the Grantor shall have withdrawn or modified its recommendation of the Merger Agreement or the CDnow Merger or failed to confirm its recommendation of the Merger Agreement or the CDnow Merger to the stockholders of the Grantor within ten business days after a written request by the Grantee to do soMerger; (C3) the Board of Directors of the Grantor shall have recommended to the stockholders of the Grantor an Alternative Transaction (as defined in the Merger Agreement); (D4) a tender offer or exchange offer for 2015% or more of the outstanding shares of Grantor Common Stock shall have been commenced (other than by the Grantee or an affiliate of the Grantee) and the Board of Directors of the Grantor shall have recommended that the stockholders of the Grantor tender their shares in such tender or exchange offer; or (E5) for any reason Grantor shall have failed to call and hold the CDnow Arbor Stockholders' Meeting (as defined in the Merger Agreement) by the Outside Date (as defined in the Merger Agreement); provided, however, that the Option may ) and Grantor is not be exercised if the Grantee is in material breach of any of its material representations, warranties, covenants or agreements contained in this Agreement or in the Merger Agreement; or (ii) at such time otherwise entitled to terminate the Merger Agreement shall have been terminated by the Grantor pursuant to Section 7.1(g8.01(g) of the Merger Agreementthereof.

Conditions to Delivery of Shares. The Grantor's obligation to deliver Shares upon exercise of the Option or the Spread upon exercise of the Grantor's rights under Section 1(c) above is subject only to the conditions that: (a) No preliminary or permanent injunction or other order issued by any federal or state court of competent jurisdiction in the United States prohibiting the delivery of the Shares shall be in effect; and (b) Any applicable waiting periods under the XxxxHart-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended 1976 (the xxx "HSR ActXXX Xxx") shall xxxll have expired or been terminated and all other consents, approvals, orders, notifications or authorizations, the failure of which to obtain or make would have the effect of making the issuance of the Shares illegal (collectively, the "Regulatory Approvals") shall have been obtained or madeterminated; and (ic) a A proposal for an Alternative Transaction (as defined in the Merger Agreement) involving the Grantor shall have been publicly announced made prior to the time date the Merger Agreement is terminated pursuant to the terms thereof (the "Merger Termination Date") and one or more of the following events shall have occurred on or after the time date of the making of such proposal: (A1) the requisite vote of the stockholders of the Grantor in favor of adoption and approval of the Merger Agreement and the Merger shall not have been obtained at the CDnow Hyperion Stockholders' Meeting (as such term is defined in the Merger Agreement) or any adjournment or postponement thereof, ; (B2) the Board of Directors of the Grantor shall have withdrawn or modified its recommendation of the Merger Agreement or the CDnow Merger or failed to confirm its recommendation of the Merger Agreement or the CDnow Merger to the stockholders of the Grantor within ten business days after a written request by the Grantee to do soMerger; (C3) the Board of Directors of the Grantor shall have recommended to the stockholders of the Grantor an Alternative Transaction (as defined in the Merger Agreement); (D4) a tender offer or exchange offer for 2015% or more of the outstanding shares of Grantor Common Stock shall have been commenced (other than by the Grantee or an affiliate of the Grantee) and the Board of Directors of the Grantor shall have recommended that the stockholders of the Grantor tender their shares in such tender or exchange offer; or (E5) for any reason Grantor shall have failed to call and hold the CDnow Hyperion Stockholders' Meeting (as defined in the Merger Agreement) by the Outside Date (as defined in the Merger Agreement); provided, however, that the Option may ) and Grantor is not be exercised if the Grantee is in material breach of any of its material representations, warranties, covenants or agreements contained in this Agreement or in the Merger Agreement; or (ii) at such time otherwise entitled to terminate the Merger Agreement shall have been terminated by the Grantor pursuant to Section 7.1(g8.01(g) of the Merger Agreementthereof.

Conditions to Delivery of Shares. The Grantor's obligation to deliver Shares upon exercise of the Option is subject only to the conditions that: (a) No preliminary or permanent injunction or other order issued by any federal or state court of competent jurisdiction in the United States prohibiting the delivery of the Shares shall be in effect; and (b) Any applicable waiting periods under the XxxxHart-XxxxxScott-Xxxxxx Rodino Antitrust Improvements Act of 1976, as amended 1976 (the "HSR ActHSX Xxx") shall have xxxxx xxxe expired or been terminated and all terminated; axx (x) Any other consentsconsent, approvalsapproval, ordersorder, notifications notification, or authorizationsauthorization, the failure of which to obtain or make would have the effect of making make the issuance of the Shares illegal (collectivelyillegal, the "Regulatory Approvals") shall have been obtained or mademade and be in full force and effect; and (i) a proposal for an Alternative Transaction any person (other than Grantee or any of its subsidiaries) shall have acquired beneficial ownership (as such term is defined in Rule 13d-3 under the Merger AgreementSecurities Exchange Act of 1934, as amended (the "Exchange Act")) involving or the Grantor right to acquire beneficial ownership of, or any "group" (as such term is defined under the Exchange Act) shall have been publicly announced prior formed which beneficially owns or has the right to the time the Merger Agreement is terminated pursuant to the terms thereof (the "Merger Termination Date") and one or more acquire beneficial ownership of, shares of the following events shall have occurred on or after the time of the making of such proposal: (A) the requisite vote of the stockholders of the Grantor in favor of adoption and approval of the Merger Agreement shall not have been obtained at the CDnow Stockholders' Meeting (as defined in the Merger Agreement) or any adjournment or postponement thereof, (B) the Board of Directors of the Grantor shall have withdrawn or modified its recommendation of the Merger Agreement or the CDnow Merger or failed to confirm its recommendation of the Merger Agreement or the CDnow Merger to the stockholders of the Grantor within ten business days after a written request by the Grantee to do so; (C) the Board of Directors of the Grantor shall have recommended to the stockholders of the Grantor an Alternative Transaction (as defined in the Merger Agreement); (D) a tender offer or exchange offer for Common Stock aggregating 20% or more of the then outstanding shares of Grantor Common Stock shall have been commenced (other than by the Grantee or an affiliate of the Grantee) and the Board of Directors of the Grantor shall have recommended that the stockholders of the Grantor tender their shares in such tender or exchange offerStock; or (E) for any reason Grantor shall have failed to call and hold the CDnow Stockholders' Meeting (as defined in the Merger Agreement) by the Outside Date (as defined in the Merger Agreement); provided, however, that the Option may not be exercised if the Grantee is in material breach of any of its material representations, warranties, covenants or agreements contained in this Agreement or in the Merger Agreement; or (ii) the Merger Agreement shall have been terminated by the Grantor pursuant to Section 7.1(g8.1(g) of the Merger Agreement; or (iii) either (A) a Grenada Takeover Proposal shall have been made to Grantor or any of its subsidiaries or any of its stockholders or any person shall have publicly announced an intention (whether or not conditional) to make a Grenada Takeover Proposal with respect to Grantor or any of its subsidiaries and thereafter the Merger Agreement shall have been terminated by either Grantee or Grantor pursuant to Section 8.1(d) of the Merger Agreement, or (B) the Merger Agreement shall have been terminated by Grantee pursuant to Section 8.1(f) of the Merger Agreement, and, in the case of either clause (A) or clause (B), within 18 months of the date of such termination Grantee enters into any Grenada Acquisition Agreement (as defined in the Merger Agreement). As used in this Agreement, "person" shall have the meaning specified in Sections 3(a)(9) and 13(d)(3) of the Exchange Act.

Conditions to Delivery of Shares. The Grantor's obligation to deliver Shares upon exercise of the Option is subject only to the conditions that: (a) No preliminary or permanent injunction or other order issued by any federal or state court of competent jurisdiction in the United States prohibiting the delivery of the Shares shall be in effect; and (b) Any applicable waiting periods under the XxxxHart-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended 1976 (the xxx "HSR ActXXX Xxx") shall xxxll have expired or been terminated and all other consents, approvals, orders, notifications or authorizations, terminated; and (c) Any approval required to be obtained prior to the failure of which to obtain or make would have the effect of making the issuance delivery of the Shares illegal (collectively, under the "Regulatory Approvals") insurance laws of any state or foreign jurisdiction shall have been obtained or madeand be in full force and effect; and (i) a proposal for an Alternative Transaction any person (other than Grantee or any of its subsidiaries) shall have commenced (as such term is defined in Rule 14d-2 under the Merger Agreement) involving the Grantor shall have been publicly announced prior to the time the Merger Agreement is terminated pursuant to the terms thereof Securities Exchange Act of 1934 (the "Merger Termination DateExchange Act") and one a tender offer, or shall have filed a registration statement under the Securities Act of 1933 (the "Securities Act") with respect to an exchange offer, to purchase any shares of Common Stock such that, upon consummation of such offer, such person or a "group" (as such term is defined under the Exchange Act) of which such person is a member shall have acquired beneficial ownership (as such term is defined in rule 13d-3 of the Exchange Act), or the right to acquire beneficial ownership, of 15 percent or more of the following events then outstanding Common Stock; (ii) any person (other than Grantee or any of its subsidiaries) shall have occurred on publicly announced or after the time of the making of such delivered to Grantor a proposal: (A) the requisite vote of the stockholders of the Grantor in favor of adoption and approval of the Merger Agreement shall not have been obtained at the CDnow Stockholders' Meeting (as defined in the Merger Agreement) , or any adjournment disclosed publicly or postponement thereof, (B) the Board of Directors of the Grantor shall have withdrawn or modified its recommendation of the Merger Agreement or the CDnow Merger or failed to confirm its recommendation of the Merger Agreement or the CDnow Merger to the stockholders of the Grantor within ten business days after a written request by the Grantee to do so; (C) the Board of Directors of the Grantor shall have recommended to the stockholders of the Grantor an Alternative Transaction (as defined in the Merger Agreement); (D) intention to make a tender offer or exchange offer for 20proposal, to purchase 15% or more of the outstanding shares of Grantor Common Stock shall have been commenced (other than by the Grantee assets or an affiliate of the Grantee) and the Board of Directors of any equity securities of, or to engage in a merger, reorganization, tender offer, share exchange, consolidation or similar transaction involving the Grantor shall have recommended that the stockholders of the Grantor tender their shares in such tender or exchange offer; or (E) for any reason Grantor shall have failed to call and hold the CDnow Stockholders' Meeting (as defined in the Merger Agreement) by the Outside Date (as defined in the Merger Agreement); provided, however, that the Option may not be exercised if the Grantee is in material breach of any of its material representations, warranties, covenants subsidiaries (an "Acquisition Transaction"); (iii) Grantor or agreements contained in this Agreement or in the Merger Agreement; or (ii) the Merger Agreement any of its subsidiaries shall have been terminated by the Grantor pursuant authorized, recommended, proposed or publicly announced an intention to Section 7.1(g) of the Merger Agreement.authorize, recommend or propose, or entered into, an agreement, including without limitation, an agreement in principle,

Conditions to Delivery of Shares. The Grantor's obligation to deliver Shares upon exercise of the Option is subject only to the conditions that: (a) No preliminary or permanent injunction or other order issued by any federal or state court of competent jurisdiction in the United States prohibiting the delivery of the Shares shall be in effect; and and (b) Any applicable waiting periods under the XxxxHart-Xxxxx-Xxxxxx Antitrust Xxxitrust Improvements Act of 1976, as amended 1976 (the xxx "HSR ActXXX Xxx") shall xxxll have expired or been terminated and all other consents, approvals, orders, notifications or authorizations, the failure of which to obtain or make would have the effect of making the issuance of the Shares illegal (collectively, the "Regulatory Approvals") shall have been obtained or made; and and (c) (i) a proposal for an Alternative Transaction (as defined in the Merger Agreement) involving the Grantor shall have been publicly announced prior to the time the Merger Agreement is terminated pursuant to the terms thereof (the "Merger Termination Date") and one or more of the following events shall have occurred on or after the time of the making of such proposal: (A) the requisite vote of the stockholders of the Grantor in favor of adoption and approval of the Merger Agreement shall not have been obtained at the CDnow National Media Stockholders' Meeting (as defined in Section 3.16 of the Merger Agreement) or any adjournment or postponement thereof, ; (B) the Board of Directors of the Grantor shall have withdrawn or modified its recommendation of the Merger Agreement or the CDnow National Media Merger or failed to confirm its recommendation of the Merger Agreement or the CDnow National Media Merger to the stockholders of the Grantor within ten business days after a written request by the Grantee to do so; (C) the Board of Directors of the Grantor shall have recommended to the stockholders of the Grantor an Alternative Transaction (as defined in the Merger Agreement)Transaction; (D) a tender offer or exchange offer for 20% or more of the outstanding shares of Grantor Common Stock shall have been commenced (other than by the Grantee or an affiliate of the Grantee) and the Board of Directors of the Grantor shall have recommended that the stockholders of the Grantor tender their shares in such tender or exchange offer; or (E) for any reason the Grantor shall have failed to call and hold the CDnow National Media Stockholders' Meeting (as defined in the Merger Agreement) by the Outside Date (as defined in Section 7.1(b) of the Merger Agreement); provided, however, that the Option may not be exercised if the Grantee is in material breach of any of its material representations, warranties, covenants or agreements contained in this Agreement or in the Merger Agreement; or (ii) the Merger Agreement shall have been terminated by the Grantor Grantee pursuant to Section 7.1(g) of the Merger Agreement.

Conditions to Delivery of Shares. The Grantor's obligation to deliver Shares upon exercise of the Option is subject only to the conditions that: (a) No preliminary or permanent injunction or other order issued by any federal or state court of competent jurisdiction in the United States prohibiting the delivery of the Shares shall be in effect; and (b) Any applicable waiting periods under the XxxxHart-XxxxxScott-Xxxxxx Rodino Antitrust Improvements Act of 1976, as amended 1976 (the "HSR ActXxx") shall xxxxl have expired or been terminated and all other consents, approvals, orders, notifications or authorizations, terminatxx; xxx (x) Any approval required to be obtained prior to the failure of which to obtain or make would have the effect of making the issuance delivery of the Shares illegal (collectively, under the "Regulatory Approvals") insurance laws of any state or foreign jurisdiction shall have been obtained or madeand be in full force and effect; and (i) any person (other than Grantee or any of its subsidiaries) shall have acquired beneficial ownership (as such term is defined in Rule 13d-3 under the Exchange Act) or the right to acquire beneficial ownership of, or any "group" (as such term is defined under the Exchange Act) shall have been formed which beneficially owns or has the right to acquire beneficial ownership of, shares of Common Stock (other than trust account shares) aggregating 15 percent or more of the then outstanding Common Stock; (ii) in the event a proposal for Company Acquisition Proposal shall have been made to Grantor or any of its Subsidiaries or any of its stockholders or any person shall have publicly announced an Alternative Transaction intention (whether or not conditional) to make a Company Acquisition Proposal with respect to Grantor or any of its Subsidiaries and thereafter the Merger Agreement is terminated by either Grantor or Grantee pursuant to Section 8.2(ii) of the Merger Agreement; (iii) the Merger Agreement is terminated by Grantor pursuant to Section 8.3(a) of the Merger Agreement; (iv) the Merger Agreement is terminated by Grantee pursuant to Section 8.4(a) of the Merger Agreement; or (v) Grantor shall have delivered to Grantee the written notification pursuant to Section 8.3(a)(i ii) of the Merger Agreement and Grantee shall have notified Grantor in writing that Grantee does not intend to match the Superior Proposal (as defined in the Merger Agreement) involving the Grantor referred to in such notification. As used in this Agreement, "person" shall have been publicly announced prior to the time the Merger Agreement is terminated pursuant to the terms thereof (the "Merger Termination Date"meaning specified in Sections 3(a)(9) and one or more of the following events shall have occurred on or after the time of the making of such proposal: (A) the requisite vote of the stockholders of the Grantor in favor of adoption and approval of the Merger Agreement shall not have been obtained at the CDnow Stockholders' Meeting (as defined in the Merger Agreement) or any adjournment or postponement thereof, (B) the Board of Directors of the Grantor shall have withdrawn or modified its recommendation of the Merger Agreement or the CDnow Merger or failed to confirm its recommendation of the Merger Agreement or the CDnow Merger to the stockholders of the Grantor within ten business days after a written request by the Grantee to do so; (C) the Board of Directors of the Grantor shall have recommended to the stockholders of the Grantor an Alternative Transaction (as defined in the Merger Agreement13(d)(3); (D) a tender offer or exchange offer for 20% or more of the outstanding shares of Grantor Common Stock shall have been commenced (other than by the Grantee or an affiliate of the Grantee) and the Board of Directors of the Grantor shall have recommended that the stockholders of the Grantor tender their shares in such tender or exchange offer; or (E) for any reason Grantor shall have failed to call and hold the CDnow Stockholders' Meeting (as defined in the Merger Agreement) by the Outside Date (as defined in the Merger Agreement); provided, however, that the Option may not be exercised if the Grantee is in material breach of any of its material representations, warranties, covenants or agreements contained in this Agreement or in the Merger Agreement; or (ii) the Merger Agreement shall have been terminated by the Grantor pursuant to Section 7.1(g) of the Merger Agreement.

Conditions to Delivery of Shares. The Grantor's obligation to deliver Shares upon exercise of the Option or the Spread upon exercise of the Grantor's rights under Section 1(c) above is subject only to the conditions that: (a) No preliminary or permanent injunction or other order issued by any federal or state court of competent jurisdiction in the United States prohibiting the delivery of the Shares shall be in effect; and (b) Any applicable waiting periods under the XxxxHart-Xxxxx-Xxxxxx Antitrust Xxxitrust Improvements Act of 1976, as amended 1976 (the xxx "HSR ActXXX Xxx") shall xxxll have expired or been terminated and all other consents, approvals, orders, notifications or authorizations, the failure of which to obtain or make would have the effect of making the issuance of the Shares illegal (collectively, the "Regulatory Approvals") shall have been obtained or madeterminated; and (ic) a A proposal for an Alternative Transaction (as defined in the Merger Agreement) involving the Grantor shall have been publicly announced made on or after the date of this Agreement and prior to the time date the Merger Agreement is terminated pursuant to the terms thereof (the "Merger Termination Date") and one or more of the following events shall have occurred on or after the time date of the making of such proposal: : (A1) the requisite vote of the stockholders of the Grantor in favor of adoption and approval of the Merger Agreement Seller Voting Proposal shall not have been obtained at the CDnow Stockholders' Seller Meeting (as such terms are defined in the Merger Agreement) or any adjournment or postponement thereof, ; (B2) the Board of Directors of Grantor shall have failed to recommend approval of the Grantor Seller Voting Proposal in the Proxy Statement (as defined in the Merger Agreement) or shall have withdrawn or modified its recommendation of the Merger Agreement or the CDnow Merger or failed to confirm its recommendation of the Merger Agreement or the CDnow Merger to the stockholders of the Grantor within ten business days after a written request by the Grantee to do soMerger; (C3) the Board of Directors of the Grantor shall have approved or recommended to the stockholders of the Grantor an Alternative Transaction (as defined in the Merger Agreement); (D4) a tender offer or exchange offer for 20% or more of the outstanding shares of Grantor Common Stock shall have been commenced (other than by the Grantee or an affiliate of the Grantee) and the Board of Directors of the Grantor shall have recommended that the stockholders of the Grantor tender their shares in such tender or exchange offeroffer or within 10 days after such tender offer or exchange offer fails to recommend against acceptance of such offer or takes no position with respect to acceptance thereof; or (E5) for any reason Grantor shall have failed to call and hold the CDnow Stockholders' Seller Meeting (as defined in the Merger Agreement) by the Outside Date (as defined in the Merger Agreement); provided, however, that the Option may not be exercised if the Grantee is in material breach of any of its material representations, warranties, covenants ) (unless primarily due to acts or agreements contained in this Agreement or in the Merger Agreement; or (ii) the Merger Agreement shall have been terminated by the Grantor pursuant to Section 7.1(g) omissions of the Merger AgreementSecurities and Exchange Commission or the Grantee).

Conditions to Delivery of Shares. The Grantor's obligation to deliver Shares upon exercise of the Option is subject only to the conditions that: (a) No preliminary or permanent injunction or other order issued by any federal or state court of competent jurisdiction in the United States prohibiting the delivery of the Shares shall be in effect; and (b) Any applicable waiting periods under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended 0000 (the xxx "HSR ActXXX Xxx") shall have expired or been terminated terminated, applicable approvals of the Federal Communications Commission ("FCC") pursuant to the Communications Act of 1934, as amended (the "Communications Act") shall have been obtained, and all other consents, approvals, orders, notifications or authorizations, the failure of which to obtain or make would have the effect of making the issuance of the Shares illegal (collectively, the "Regulatory Approvals") shall have been obtained or made; and and (c) (i) a proposal for an Alternative Transaction (as defined in the Merger Agreement) involving the Grantor shall have been publicly announced prior to the time the Merger Agreement is terminated pursuant to the terms thereof (the "Merger Termination Date") and one or more of the following events shall have occurred on or after the time of the making of such proposal: (A) the requisite vote of the stockholders of the Grantor in favor of adoption and approval of the Merger Agreement shall not have been obtained at the CDnow ValueVision Stockholders' Meeting (as defined in Section 3.16 of the Merger Agreement) or any adjournment or postponement thereof, ; (B) the Board of Directors of the Grantor shall have withdrawn or modified its recommendation of the Merger Agreement or the CDnow ValueVision Merger or failed to confirm its recommendation of the Merger Agreement or the CDnow ValueVision Merger to the stockholders of the Grantor within ten business days after a written request by the Grantee to do so; (C) the Board of Directors of the Grantor shall have recommended to the stockholders of the Grantor an Alternative Transaction (as defined in the Merger Agreement)Transaction; (D) a tender offer or exchange offer for 20% or more of the outstanding shares of Grantor Common Stock shall have been commenced (other than by the Grantee or an affiliate of the Grantee) and the Board of Directors of the Grantor shall have recommended that the stockholders of the Grantor tender their shares in such tender or exchange offer; or (E) for any reason Grantor shall have failed to call and hold the CDnow ValueVision Stockholders' Meeting (as defined in the Merger Agreement) by the Outside Date (as defined in Section 7.1(b) of the Merger Agreement); provided, however, that the Option may not be exercised if the Grantee is in material breach of any of its material representations, warranties, covenants or agreements contained in this Agreement or in the Merger Agreement; or (ii) the Merger Agreement shall have been terminated by the Grantor Grantee pursuant to Section 7.1(g) of the Merger Agreement.

Conditions to Delivery of Shares. The Grantor's obligation to deliver Shares upon exercise of the Option is subject only to the conditions that: (a) No preliminary or permanent injunction or other order issued by any federal or state court of competent jurisdiction in the United States prohibiting the delivery of the Shares shall be in effect; and (b) Any applicable waiting periods under the XxxxHart-Xxxxx-Xxxxxx Antitrust Xxxitrust Improvements Act of 1976, as amended 1976 (the xxx "HSR ActXXX Xxx") shall xxxll have expired or been terminated and all other consents, approvals, orders, notifications or authorizations, the failure of which to obtain or make would have the effect of making the issuance of the Shares illegal (collectively, the "Regulatory Approvals") shall have been obtained or made; and (i) a proposal for an Alternative Transaction (as defined in the Merger Agreement) involving the Grantor shall have been publicly announced prior to the time the Merger Agreement is terminated pursuant to the terms thereof (the "Merger Termination Date") and one or more of the following events shall have occurred on or after the time of the making of such proposal: (A) the requisite vote of the stockholders of the Grantor in favor of adoption and approval of the Merger Agreement shall not have been obtained at the CDnow Interpore Stockholders' Meeting (as defined in the Merger Agreement) or any adjournment or postponement thereof, ; (B) the Board of Directors of the Grantor shall have withdrawn or modified its recommendation of the Merger Agreement or the CDnow Merger or failed to confirm its recommendation of the Merger Agreement or the CDnow Merger to the stockholders of the Grantor within ten business days after a written request by the Grantee to do so; (C) the Board of Directors of the Grantor shall have recommended to the stockholders of the Grantor an Alternative Transaction (as defined in the Merger Agreement); (D) a tender offer or exchange offer for 20% or more of the outstanding shares of Grantor Common Stock shall have been commenced (other than by the Grantee or an affiliate of the Grantee) and the Board of Directors of the Grantor shall have recommended that the stockholders of the Grantor tender their shares in such tender or exchange offer; or (E) for any reason Grantor shall have failed to call and hold the CDnow Interpore Stockholders' Meeting (as defined in the Merger Agreement) by the Outside Date (as defined in the Merger Agreement); provided, however, that the Option may not be exercised if the Grantee is in material breach of any of its material representations, warranties, covenants or agreements contained in this Agreement or in the Merger Agreement; or (ii) the Merger Agreement shall have been terminated by the Grantor pursuant to Section 7.1(g) of the Merger Agreement.