Common use of REPRESENTATIONS AND WARRANTIES OF THE COMPANY SHAREHOLDERS Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF THE COMPANY SHAREHOLDERS. Each of the Company Shareholders severally represents and warrants to Galacticomm that: (a) such Company Shareholder Beneficially Owns the number of Shares set forth on SCHEDULE 1; (b) each record holder of any Shares Beneficially Owned by such Company Shareholder is identified on SCHEDULE 1; (c) such Company Shareholder, either alone or with one or more other Company Shareholders, has (i) the right to vote, or to direct the voting of, the Shares Beneficially Owned by such Company Shareholder and (ii) the right to dispose, or to direct the disposition of, the Shares Beneficially Owned by such Company Shareholder; (d) such Company Shareholder has all requisite power and authority (corporate or otherwise) and has taken all action (corporate or otherwise) necessary in order to execute and deliver, and to perform its obligations under, this Agreement; (e) this Agreement has been duly executed and delivered by such Company Shareholder and is a valid and binding agreement of such Company Shareholder enforceable against such Company Shareholder in accordance with its terms, subject to the Bankruptcy and Equity Exception; (f) no notices, reports or other filings are required to be made by such Company Shareholder with, and no consents, registrations, approvals, permits or authorizations are required to be obtained by such Company Shareholder from, any Governmental Entity or any other Person, in connection with the execution, delivery and performance of this Agreement by such Company Shareholder, except those that the failure to make or obtain is not, individually or in the aggregate, reasonably likely to prevent, delay or impair the ability of such Company Shareholder to perform such Company Shareholder's obligations under this Agreement; and (g) the execution, delivery and performance of this Agreement by such Company Shareholder do not, and the consummation by such Company Shareholder of the transactions contemplated hereby will not, constitute or result in (i) a breach or violation of, or a default under (in the case of any Company Shareholder that is not a human being), the articles or certificate of incorporation or the bylaws of such Company Shareholder or any comparable governing instruments or (ii) a breach or violation of, or a default under, or the acceleration of any obligations of or the creation of a Lien on the assets of such Company Shareholder (with or without notice, lapse of time or both) pursuant to, any instrument or agreement binding on such Company Shareholder or to which such Company Shareholder is subject or any Legal Requirement to which such Company Shareholder is subject, except, in the case of clause (ii) above, for any breach, violation, default, acceleration, creation or change that, individually or in the aggregate, is not reasonably likely to prevent, delay or impair the ability of such Company Shareholder to perform such Company Shareholder's obligations under this Agreement.

REPRESENTATIONS AND WARRANTIES OF THE COMPANY SHAREHOLDERS. Each of the Company Shareholders Shareholder, severally and not jointly, hereby represents and warrants to Galacticomm that: the Company and SPAC during the period starting from the date hereof until the earlier of (a) such Company Shareholder Beneficially Owns the number of Shares set forth on SCHEDULE 1; (b) each record holder of any Shares Beneficially Owned by such Company Shareholder is identified on SCHEDULE 1; (c) such Company Shareholder, either alone or with one or more other Company Shareholders, has (i) the right to vote, or to direct the voting of, the Shares Beneficially Owned by such Company Shareholder Closing and (ii2) the right to dispose, or to direct termination of the disposition of, the Shares Beneficially Owned by such Company Shareholder; (d) such Company Shareholder has all requisite power and authority (corporate or otherwise) and has taken all action (corporate or otherwise) necessary in order to execute and deliver, and to perform its obligations under, this Agreement; (e) this Merger Agreement has been duly executed and delivered by such Company Shareholder and is a valid and binding agreement of such Company Shareholder enforceable against such Company Shareholder in accordance with its terms, subject to terms (the Bankruptcy and Equity Exception;“Exclusivity Period”) as follows: (f) no notices, reports or other filings are required to be made by such 2.1 Such Company Shareholder withthat is not an individual is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, formed, organized or constituted, and no consents, registrations, approvals, permits or authorizations are required to be obtained by such Company Shareholder from, any Governmental Entity or any other Person, in connection with the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby are within such Company Shareholder’s corporate, limited liability company or organizational powers and have been duly authorized by all necessary corporate, limited liability company or organizational actions on the part of such Company Shareholder; 2.2 Such Company Shareholder that is an individual has full legal capacity, right and authority to execute and deliver this Agreement and to perform his or her obligations hereunder; 2.3 This Agreement has been duly authorized, executed and delivered by such Company Shareholder and, assuming due authorization, execution and delivery by the other parties to this Agreement, this Agreement constitutes a legally valid and binding obligation of such Company Shareholder, except those that the failure to make or obtain is not, individually or in the aggregate, reasonably likely to prevent, delay or impair the ability of enforceable against such Company Shareholder to perform such Company Shareholder's obligations under this Agreement; andin accordance with the terms hereof (except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies); (g) the execution, 2.4 The execution and delivery and performance of this Agreement by such Company Shareholder do does not, and the consummation performance by such Company Shareholder of the transactions contemplated hereby its, his or her obligations hereunder will not: (i) if such Company Shareholder is not an individual, constitute conflict with or result in a violation of the organizational documents of such Company Shareholder; or (iii) a breach require any consent or violation of, approval that has not been given or a default other action that has not been taken by any third party (including under (in the case of any Company Shareholder that is not a human being), the articles or certificate of incorporation or the bylaws of contract binding upon such Company Shareholder or any comparable governing instruments such Company Shareholder’s Subject Shares), in each case, to the extent such consent, approval or (ii) a breach other action would prevent, enjoin or violation ofmaterially delay such Company Shareholder’s performance of its, his or her obligations under this Agreement; 2.5 There are no Actions pending against such Company Shareholder, or a default under, or to the acceleration of any obligations of or the creation of a Lien on the assets knowledge of such Company Shareholder (with or without noticeShareholder, lapse of time or both) pursuant to, any instrument or agreement binding on threatened against such Company Shareholder or to which such Company Shareholder is subject or any Legal Requirement to which such Company Shareholder is subjectShareholder, exceptbefore (or, in the case of clause (iithreatened Actions that would be before) aboveany arbitrator or any Governmental Authority, for which in any breach, violation, default, acceleration, creation manner challenges or change that, individually or in the aggregate, is not reasonably likely seeks to prevent, enjoin or materially delay or impair the ability of such Company Shareholder to perform such Company Shareholder's ’s performance of its, his or her obligations under this Agreement; 2.6 Except for fees described in Section 4.18 of the Company Disclosure Letter, no financial advisor, investment banker, broker, finder or other similar intermediary is entitled to any fee or commission from such Company Shareholder, the Company, any of its Subsidiaries or any of their respective Affiliates in connection with the Merger Agreement or this Agreement or any of the respective transactions contemplated thereby and hereby, in each case, based upon any arrangement or agreement made by or, to the knowledge of such Company Shareholder, on behalf of such Company Shareholder, for which SPAC, the Company or any of their respective affiliates would have any obligations or liabilities of any kind or nature; 2.7 Such Company Shareholder has had the opportunity to read the Merger Agreement and this Agreement and has had the opportunity to consult with its tax and legal advisors; 2.8 Such Company Shareholder has not entered into, and shall not enter into, any agreement that would restrict, limit or interfere with the performance of such Company Shareholder’s obligations hereunder; 2.9 Except as otherwise described in this Agreement, such Company Shareholder has the direct and indirect interest in the Subject Shares set forth opposite such Company Shareholder’s name on Schedule A hereto, and there exist no Liens or any other limitation or restriction (including, without limitation, any restriction on the right to vote, sell or otherwise dispose of such securities (other than transfer restrictions under the Securities Act) affecting such securities, other than pursuant to: (1) this Agreement; (2) the organizational documents of the Company; (3) the Merger Agreement; (4) the Registration Rights Agreement; or (5) any applicable securities laws); and 2.10 Other than Company Options (if any), the Subject Shares listed on Schedule A are the only equity securities in the Company (including, without limitation, any equity securities convertible into, or which can be exercised or exchanged for, equity securities of the Company) owned of record or beneficially owned by such Company Shareholder as of the date hereof and such Company Shareholder has the sole power to dispose of (or the sole power to cause the disposition of) and the sole power to vote (or the sole power to direct the voting of) such Subject Shares, and none of such Subject Shares is subject to any proxy, voting trust or other agreement or arrangement with respect to the voting of such Subject Shares, except as provided in this Agreement; such Company Shareholder hereby agrees to supplement Schedule A from time to time to the extent that such Company Shareholder acquires additional securities (other than Company Options) in the Company.

REPRESENTATIONS AND WARRANTIES OF THE COMPANY SHAREHOLDERS. Each of the Company Shareholders severally represents and warrants to Galacticomm TCI Music that: (ae) such Company Shareholder Beneficially Owns the number of Shares set forth on SCHEDULE 1Schedule 3; (bf) each record holder of any Shares Beneficially Owned by such Company Shareholder is identified on SCHEDULE 1Schedule 3; (cg) such Company Shareholder, either alone or with one or more other Company Shareholders, has (i) the right to vote, or to direct the voting of, the Shares Beneficially Owned by such Company Shareholder and (ii) the right to dispose, or to direct the disposition of, the Shares Beneficially Owned by such Company Shareholder; (dh) such Company Shareholder has all requisite power and authority (corporate or otherwise) and has taken all action (corporate or otherwise) necessary in order to execute and deliver, and to perform its obligations under, this Agreement; (e) ; this Agreement has been duly executed and delivered by such Company Shareholder and is a valid and binding agreement of such Company Shareholder enforceable against such Company Shareholder in in (i) accordance with its terms, subject to the Bankruptcy and Equity Exception; (fj) no notices, reports or other filings are required to be made by such Company Shareholder with, and no consents, registrations, approvals, permits or authorizations are required to be obtained by such Company Shareholder from, any Governmental Entity or any other Person, in connection with the execution, delivery and performance of this Agreement by such Company Shareholder, except those that the failure to make or obtain is not, individually or in the aggregate, reasonably likely to prevent, delay or impair the ability of such Company Shareholder to perform such Company Shareholder's obligations under this Agreement; and (gk) the execution, delivery and performance of this Agreement by such Company Shareholder do not, and the consummation by such Company Shareholder of the transactions contemplated hereby will not, constitute or result in (i) a breach or violation of, or a default under (in the case of any Company Shareholder that is not a human being), the articles or certificate of incorporation or the bylaws of such Company Shareholder or any comparable governing instruments or (ii) a breach or violation of, or a default under, or the acceleration of any obligations of or the creation of a Lien on the assets of such Company Shareholder (with or without notice, lapse of time or both) pursuant to, any instrument or agreement binding on such Company Shareholder or to which such Company Shareholder is subject or any Legal Requirement to which such Company Shareholder is subject, except, in the case of clause (ii) above, for any breach, violation, default, acceleration, creation or change that, individually or in the aggregate, is not reasonably likely to prevent, delay or impair the ability of such Company Shareholder to perform such Company Shareholder's obligations under this Agreement.

REPRESENTATIONS AND WARRANTIES OF THE COMPANY SHAREHOLDERS. Each of the Company Shareholders severally hereby represents and warrants to Galacticomm thatMSB, severally but not jointly, as follows: (a) such The Company Shareholder Beneficially Owns has the number complete and unrestricted power and the unqualified right to enter into and perform the terms of Shares set forth on SCHEDULE 1this Agreement; (b) each record holder of any Shares Beneficially Owned by such Company Shareholder is identified on SCHEDULE 1; This Agreement (c) such Company Shareholder, either alone or with one or more other Company Shareholders, has (i) the right to vote, or to direct the voting of, the Shares Beneficially Owned by such Company Shareholder and (ii) the right to dispose, or to direct the disposition of, the Shares Beneficially Owned by such Company Shareholder; (d) such Company Shareholder has all requisite power and authority (corporate or otherwise) and has taken all action (corporate or otherwise) necessary in order to execute and deliver, and to perform its obligations under, this Agreement; (e) assuming this Agreement has been duly executed and delivered by such Company Shareholder and is constitutes a valid and binding agreement of such MSB) is a valid and legally binding agreement with respect to the Company Shareholder Shareholder, enforceable against such Company Shareholder in accordance with its termsterms (except as enforceability may be limited by applicable bankruptcy, subject insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to the Bankruptcy and Equity Exceptionor affecting creditors’ rights or by general equity principles); (fc) no noticesThe Company Shareholder beneficially owns the number of Shareholder Equity Interests indicated opposite such Company Shareholder’s name on Schedule 1, reports free and clear of any liens, claims, charges or other filings are required encumbrances or restrictions of any kind whatsoever (“Liens”), and has sole or shared, and otherwise unrestricted, voting power with respect to such Shareholder Equity Interests; (d) The Company Shareholder understands that at the Effective Time of the Mid-Tier Merger, each outstanding Shareholder Equity Interest listed on Schedule 1 shall be cancelled and converted into the right to receive a cash amount to be made by such Company Shareholder with, and no consents, registrations, approvals, permits or authorizations are required to be obtained by such Company Shareholder from, any Governmental Entity or any other Person, determined in connection accordance with the execution, terms and provisions of the Agreement and Plan of Merger; (e) The execution and delivery and performance of this Agreement by such Company Shareholder, except those that the failure to make or obtain is not, individually or in the aggregate, reasonably likely to prevent, delay or impair the ability of such Company Shareholder to perform such Company Shareholder's obligations under this Agreement; and (g) the execution, delivery and performance of this Agreement by such Company Shareholder do does not, and the performance by the Company Shareholder of his, her or its obligations hereunder and the consummation by such Company Shareholder of the transactions contemplated hereby will not, constitute violate or result in (i) a breach or violation ofconflict with, or a default under (in the case of any Company Shareholder that is not a human being), the articles or certificate of incorporation or the bylaws of such Company Shareholder or any comparable governing instruments or (ii) a breach or violation of, or constitute a default under, any agreement, instrument, contract or the acceleration of other obligation or any obligations of order, arbitration award, judgment or the creation of a Lien on the assets of such decree to which Company Shareholder (with is a party or without notice, lapse of time or both) pursuant to, any instrument or agreement binding on such by which the Company Shareholder is bound, or any statute, rule or regulation to which such the Company Shareholder is subject or any Legal Requirement to which such or, in the event that Company Shareholder is subjecta corporation, exceptpartnership, trust or other entity, any by-law or other organizational document of Company Shareholder; (f) The Company Shareholder has no claim (or any basis therefor), in Company Shareholder’s capacity as a stockholder or former stockholder, or option holder or former option holder, of Company, in any way arising out of or based upon: (i) ownership or rights to ownership of any Shareholder Equity Interests, other than Company Shareholder’s right to receive the case consideration to be paid to Company Shareholder under the Agreement and Plan of clause Merger with respect to the Shareholder Equity Interests listed on Schedule 1; (ii) aboveany rights to obtain additional Shareholder Equity Interests; or (iii) any claim that any Shareholder Equity Interests were wrongfully repurchased by Company; and (g) The Company Shareholder does not own, for of record or beneficially, any breach, violation, default, acceleration, creation or change that, individually or in shares of capital stock of Company other than the aggregate, is not reasonably likely Shareholder Equity Interests (other than (i) shares of capital stock subject to prevent, delay or impair stock options over which the ability Company Shareholder will have no voting rights until the exercise of such stock options and (ii) shares of capital stock owned beneficially by the Company Shareholder but as to perform such which the Company Shareholder's obligations under Shareholder has no voting rights). The Shareholder Equity Interests do not include shares over which the Company Shareholders exercise control in a fiduciary capacity and no representation by the Company Shareholders are made thereby pursuant to the terms hereof. The Company Shareholders have the right to vote the Shareholder Equity Interests, and none of the Shareholder Equity Interests is subject to any voting trust or other agreement, arrangement or restriction with respect to the voting of the Shareholder Equity Interests, except as contemplated by this Agreement.

REPRESENTATIONS AND WARRANTIES OF THE COMPANY SHAREHOLDERS. Each of the Company Shareholders Shareholder executing and delivering this Agreement severally represents and warrants to Galacticomm thatParent and Merger Sub, as to itself, himself or herself only, as follows: (a) Subject to applicable community property laws, such Company Shareholder Beneficially Owns is the number lawful owner of the Company Shares to be exchanged for shares of Parent Common Stock pursuant to this Agreement and has, and on the Closing Date will have, good and clear title to such Company Shares, free of all restrictions on transfer, liens, encumbrances, security interests and claims whatsoever, other than as set forth on SCHEDULE 1;in the Amended and Restated Stockholders Agreement dated as of August 22, 1997 among the Company, such Company Shareholder and certain other shareholders of the Company. (b) each record holder of any Shares Beneficially Owned by such Such Company Shareholder is identified has, and on SCHEDULE 1; (c) such Company Shareholderthe Closing Date will have, either alone or with one or more other Company Shareholdersfull legal right, has (i) the right to vote, or to direct the voting of, the Shares Beneficially Owned by such Company Shareholder and (ii) the right to dispose, or to direct the disposition of, the Shares Beneficially Owned by such Company Shareholder; (d) such Company Shareholder has all requisite power and authority (corporate or otherwise) to enter into this Agreement and has taken all action (corporate or otherwise) necessary to sell and deliver the Company Shares in order to execute and deliverthe manner provided herein, and to perform its obligations under, this Agreement; (e) this , the Escrow Agreement has and the Registration Rights Agreement have been duly authorized, executed and delivered by such Company Shareholder and is a this Agreement, the Escrow Agreement and the Registration Rights Agreement are valid and binding agreement agreements of such Company Shareholder enforceable against such Company Shareholder in accordance with its their respective terms, subject to except as may be limited by bankruptcy, insolvency, reorganization, arrangement or similar laws affecting the Bankruptcy rights of creditors generally, judicial limitations upon equitable remedies including the specific performance of certain types of obligations and Equity Exception;public policy. (fc) no notices, reports or other filings are required to be made by such Company Shareholder with, and no consents, registrations, approvals, permits or authorizations are required to be obtained by such Company Shareholder from, any Governmental Entity or any other Person, in connection with the The execution, delivery and performance of this Agreement, the Registration Rights Agreement and the Escrow Agreement by such Company Shareholder, except those that the failure to make or obtain is not, individually or in the aggregate, reasonably likely to prevent, delay or impair the ability of such Company Shareholder to perform such Company Shareholder's obligations under this Agreement; and (g) the execution, delivery and performance of this Agreement compliance by such Company Shareholder do not, with all the provisions hereof and thereof and the consummation by such Company Shareholder of the transactions contemplated hereby or thereby will notnot require any consent, constitute approval, authorization or result in (i) a breach other order of any court, regulatory body, administrative agency or violation ofother governmental body, or a default under (in the case of any Company Shareholder that is not a human being)agreement, the articles indenture or certificate of incorporation or the bylaws of such Company Shareholder or any comparable governing instruments or (ii) a breach or violation of, or a default under, or the acceleration of any obligations of or the creation of a Lien on the assets of such Company Shareholder (with or without notice, lapse of time or both) pursuant to, any other instrument or agreement binding on such Company Shareholder or to which such Company Shareholder is subject a party or any Legal Requirement to by which such Company Shareholder is subject, except, in the case of clause (ii) above, for any breach, violation, default, acceleration, creation or change that, individually or in the aggregate, is not reasonably likely to prevent, delay or impair the ability property of such Company Shareholder is bound, or violate or conflict with any laws, administrative regulation or ruling or court decree applicable to perform such Company Shareholder or property of such Company Shareholder's obligations under this Agreement.

REPRESENTATIONS AND WARRANTIES OF THE COMPANY SHAREHOLDERS. Each of the Company Shareholders Shareholder executing and delivering this Agreement severally represents and warrants to Galacticomm thatParent and Merger Sub as follows: (a) Subject to applicable community property laws, such Company Shareholder Beneficially Owns is the number lawful owner of the Company Shares set forth to be exchanged for shares of Parent Common Stock pursuant to this Agreement and has, and on SCHEDULE 1;the Closing Date will have, good and clear title to such Company Shares, free of all restrictions on transfer, liens, encumbrances, security interests and claims whatsoever. (b) each record holder of any Shares Beneficially Owned by such Such Company Shareholder is identified has, and on SCHEDULE 1; (c) such Company Shareholderthe Closing Date will have, either alone or with one or more other Company Shareholdersfull legal right, has (i) the right to vote, or to direct the voting of, the Shares Beneficially Owned by such Company Shareholder and (ii) the right to dispose, or to direct the disposition of, the Shares Beneficially Owned by such Company Shareholder; (d) such Company Shareholder has all requisite power and authority (corporate or otherwise) to enter into this Agreement and has taken all action (corporate or otherwise) necessary to sell and deliver the Company Shares in order to execute and deliverthe manner provided herein, and to perform its obligations under, this Agreement; (e) this , the Escrow Agreement has and the Registration Rights Agreement have been duly authorized, executed and delivered by such Company Shareholder and is a assuming this Agreement, the Registration Rights Agreement and the Escrow Agreement constitute valid and binding agreement obligations of each party hereto and thereto other than such Company Shareholder, this Agreement, the Escrow Agreement and the Registration Rights Agreement are valid and binding agreements of such Company Shareholder enforceable against such Company Shareholder in accordance with its their respective terms, subject to except as may be limited by bankruptcy, insolvency, reorganization, arrangement or similar laws affecting the Bankruptcy rights of creditors generally, judicial limitations upon equitable remedies including the specific performance of certain types of obligations and Equity Exception;public policy. (fc) no notices, reports or other filings are required to be made by such Company Shareholder with, and no consents, registrations, approvals, permits or authorizations are required to be obtained by such Company Shareholder from, any Governmental Entity or any other Person, in connection with the The execution, delivery and performance of this Agreement, the Registration Rights Agreement and the Escrow Agreement by such Company Shareholder, except those that the failure to make or obtain is not, individually or in the aggregate, reasonably likely to prevent, delay or impair the ability of such Company Shareholder to perform such Company Shareholder's obligations under this Agreement; and (g) the execution, delivery and performance of this Agreement compliance by such Company Shareholder do not, with all the provisions hereof and thereof and the consummation by such Company Shareholder of the transactions contemplated hereby or thereby will notnot require any consent, constitute approval, authorization or result in (i) a breach other order of any court, regulatory body, administrative agency or violation ofother governmental body, or a default under (in the case of any Company Shareholder that is not a human being)agreement, the articles indenture or certificate of incorporation or the bylaws of such Company Shareholder or any comparable governing instruments or (ii) a breach or violation of, or a default under, or the acceleration of any obligations of or the creation of a Lien on the assets of such Company Shareholder (with or without notice, lapse of time or both) pursuant to, any other instrument or agreement binding on such Company Shareholder or to which such Company Shareholder is subject a party or any Legal Requirement to by which such Company Shareholder is subject, except, in the case of clause (ii) above, for any breach, violation, default, acceleration, creation or change that, individually or in the aggregate, is not reasonably likely to prevent, delay or impair the ability property of such Company Shareholder is bound, or violate or conflict with any laws, administrative regulation or ruling or court decree applicable to perform such Company Shareholder or property of such Company Shareholder. (d) THAT SUCH COMPANY SHAREHOLDER UNDERSTANDS THAT SUCH COMPANY SHAREHOLDER'S INVESTMENT IN THE PARENT COMMON STOCK INVOLVES RISK. (e) THAT SUCH COMPANY SHAREHOLDER HAS CONSULTED SUCH COMPANY SHAREHOLDER'S ATTORNEY, ACCOUNTANT OR INVESTMENT ADVISOR WITH RESPECT TO THE INVESTMENT CONTEMPLATED HEREBY AND ITS SUITABILITY FOR HIM OR HER. ANY SPECIFIC ACKNOWLEDGMENT SET FORTH BELOW WITH RESPECT TO ANY STATEMENT OR INFORMATION FURNISHED TO SUCH COMPANY SHAREHOLDER SHALL NOT BE DEEMED TO LIMIT THE GENERALITY OF THIS REPRESENTATION AND WARRANTY. (f) The Company has made available to such Company Shareholder, during the course of this transaction and prior to the acquisition of the Parent Common Stock, the opportunity to ask questions of and receive complete and correct answers from representatives of the Company concerning the terms and conditions of the Parent Common Stock and to obtain any additional information relating to the financial condition and business of the Company. (g) Such Company Shareholder understands that he or she must bear the economic risk of this investment until such time as the Parent Common Stock is registered; that the Parent Common Stock being acquired by such Company Shareholder is not currently registered under the Securities Act, and, therefore, cannot be resold unless they are subsequently registered under the Securities Act or unless an exemption from such registration is available; that such Company Shareholder is purchasing the Parent Common Stock for investment for 28 -24- such Company Shareholder's obligations account and not with any present view toward resale or other distribution thereof; that such Company Shareholder agrees not to resell or otherwise dispose of all or any part of the Parent Common Stock, except as permitted by law, including, without limitation, any and all applicable provisions of this Agreement and the Registration Rights Agreement and any regulations under this the Securities Act and applicable state securities laws; that except as provided the Registration Rights Agreement, the Parent is under no obligation to register the Parent Common Stock under the Securities Act or any state securities law or to supply the information which may be necessary to enable such Company Shareholder to sell the Parent Common Stock; and that Rule 144 under the Securities Act is not now available as a basis for exemption from registration of any Parent Common Stock hereunder.

REPRESENTATIONS AND WARRANTIES OF THE COMPANY SHAREHOLDERS. Each of the Company Shareholders severally represents and warrants to Galacticomm TCI Music that: (a) such Company Shareholder Beneficially Owns the number of Shares set forth on SCHEDULE 1Schedule 3; (b) each record holder of any Shares Beneficially Owned by such Company Shareholder is identified on SCHEDULE 1Schedule 3; (c) such Company Shareholder, either alone or with one or more other Company Shareholders, has (i) the right to vote, or to direct the voting of, the Shares Beneficially Owned by such Company Shareholder and (ii) the right to dispose, or to direct the disposition of, the Shares Beneficially Owned by such Company Shareholder; (d) such Company Shareholder has all requisite power and authority (corporate or otherwise) and has taken all action (corporate or otherwise) necessary in order to execute and deliver, and to perform its obligations under, this Agreement; (e) this Agreement has been duly executed and delivered by such Company Shareholder and is a valid and binding agreement of such Company Shareholder enforceable against such Company Shareholder in accordance with its terms, subject to the Bankruptcy and Equity Exception; (f) no notices, reports or other filings are required to be made by such Company Shareholder with, and no consents, registrations, approvals, permits or authorizations are required to be obtained by such Company Shareholder from, any Governmental Entity or any other Person, in connection with the execution, delivery and performance of this Agreement by such Company Shareholder, except those that the failure to make or obtain is not, individually or in the aggregate, reasonably likely to prevent, delay or impair the ability of such Company Shareholder to perform such Company Shareholder's obligations under this Agreement; andthe (g) the execution, delivery and performance of this Agreement by such Company Shareholder do not, and the consummation by such Company Shareholder of the transactions contemplated hereby will not, constitute or result in (i) a breach or violation of, or a default under (in the case of any Company Shareholder that is not a human being), the articles or certificate of incorporation or the bylaws of such Company Shareholder or any comparable governing instruments or (ii) a breach or violation of, or a default under, or the acceleration of any obligations of or the creation of a Lien on the assets of such Company Shareholder (with or without notice, lapse of time or both) pursuant to, any instrument or agreement binding on such Company Shareholder or to which such Company Shareholder is subject or any Legal Requirement to which such Company Shareholder is subject, except, in the case of clause (ii) above, for any breach, violation, default, acceleration, creation or change that, individually or in the aggregate, is not reasonably likely to prevent, delay or impair the ability of such Company Shareholder to perform such Company Shareholder's obligations under this Agreement.

REPRESENTATIONS AND WARRANTIES OF THE COMPANY SHAREHOLDERS. Each of the Company Shareholders severally represents and warrants to Galacticomm TCI Music that: (a) such Company Shareholder Beneficially Owns the number of Shares set forth on SCHEDULE 1Schedule 3; (b) each record holder of any Shares Beneficially Owned by such Company Shareholder is identified on SCHEDULE 1Schedule 3; (c) such Company Shareholder, either alone or with one or more other Company Shareholders, has (i) the right to vote, or to direct the voting of, the Shares Beneficially Owned by such Company Shareholder and (ii) the right to dispose, or to direct the disposition of, the Shares Beneficially Owned by such Company Shareholder; (d) such Company Shareholder has all requisite power and authority (corporate or otherwise) and has taken all action (corporate or otherwise) necessary in order to execute and deliver, and to perform its obligations under, this Agreement; (e) this Agreement has been duly executed and delivered by such Company Shareholder and is a valid and binding agreement of such Company Shareholder enforceable against such Company Shareholder in accordance with its terms, subject to the Bankruptcy and Equity Exception; (f) no notices, reports or other filings are required to be made by such Company Shareholder with, and no consents, registrations, approvals, permits or authorizations are required to be obtained by such Company Shareholder from, any Governmental Entity or any other Person, in connection with the execution, delivery and performance of this Agreement by such Company Shareholder, except those that the failure to make or obtain is not, individually or in the aggregate, reasonably likely to prevent, delay or impair the ability of such Company Shareholder to perform such Company Shareholder's obligations under this Agreement; and (g) the execution, delivery and performance of this Agreement by such Company Shareholder do not, and the consummation by such Company Shareholder of the transactions contemplated hereby will not, constitute or result in (i) a breach or violation of, or a default under (in the case of any Company Shareholder that is not a human being), the articles or certificate of incorporation or the bylaws of such Company Shareholder or any comparable governing instruments or (ii) a breach or violation of, or a default under, or the acceleration of any obligations of or the creation of a Lien on the assets of such Company Shareholder (with or without notice, lapse of time or both) pursuant to, any instrument or agreement binding on such Company Shareholder or to which such Company Shareholder is subject or any Legal Requirement to which such Company Shareholder is subject, except, in the case of clause (ii) above, for any breach, violation, default, acceleration, creation or change that, individually or in the aggregate, is not reasonably likely to prevent, delay or impair the ability of such Company Shareholder to perform such Company Shareholder's obligations under this Agreement.