EXHIBIT 10.23 LOAN AND SECURITY AGREEMENT LIQUID AUDIO, INC. TABLE OF CONTENTSLoan and Security Agreement • May 4th, 1999 • Liquid Audio Inc
Contract Type FiledMay 4th, 1999 Company
RECITALSAsset Purchase Agreement • January 10th, 2006 • Lq Corp Inc • Services-computer integrated systems design • New York
Contract Type FiledJanuary 10th, 2006 Company Industry Jurisdiction
RECITALS:Services Agreement • April 2nd, 2007 • Lq Corp Inc • Services-computer integrated systems design
Contract Type FiledApril 2nd, 2007 Company Industry
Letter Agreement By and Between Texas Instruments Incorporated And Liquid Audio, Inc.License Agreement • June 17th, 1999 • Liquid Audio Inc • Services-computer integrated systems design • California
Contract Type FiledJune 17th, 1999 Company Industry Jurisdiction
Exhibit 2.1 ASSET PURCHASE AGREEMENT By and Among SIELOX, LLCAssignment and Assumption Agreement • January 10th, 2006 • Lq Corp Inc • Services-computer integrated systems design • New Jersey
Contract Type FiledJanuary 10th, 2006 Company Industry Jurisdiction
LIQUID AUDIO, INC. FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • May 4th, 1999 • Liquid Audio Inc • Delaware
Contract Type FiledMay 4th, 1999 Company Jurisdiction
LOAN AGREEMENTLoan Agreement • June 30th, 1999 • Liquid Audio Inc • Services-computer integrated systems design
Contract Type FiledJune 30th, 1999 Company Industry
EXHIBIT 99.5 Agreement of Joint Filing Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned persons hereby agree to file with the Securities and Exchange Commission the Statement on Schedule 13D...Lq Corp Inc • August 3rd, 2007 • Services-computer integrated systems design
Company FiledAugust 3rd, 2007 IndustryPursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned persons hereby agree to file with the Securities and Exchange Commission the Statement on Schedule 13D (the "Statement") to which this Agreement is attached as an exhibit, and any amendment thereto, and agree that such Statement, as so filed, is filed on behalf of each of them.
This Agreement is made and entered into as of April 25, 1996 (the "Effective Date") between Liquid Audio, Inc. (the "Company"), a California -------------- ------- corporation, and Gerald W. Kearby ("Purchaser"). ---------Assignment Agreement • May 4th, 1999 • Liquid Audio Inc • California
Contract Type FiledMay 4th, 1999 Company Jurisdiction
f. "LMN-J Domain" means www.liquidmusicnetwork.co.jp or the ---------------------------- alternative domain name for the LMN-J that is chosen by mutual agreement of the parties.License Agreement • May 15th, 2000 • Liquid Audio Inc • Services-computer integrated systems design • California
Contract Type FiledMay 15th, 2000 Company Industry Jurisdiction
TOTAL RECEIVED BALANCE ?? Rent for the period from 11/15/97 to 12/15/97 $ 19,689.00 $ 19,689.00 $ Security Deposit ____________________ $ 10,000.00 $ 10,000.00 $ ------------------- applied towards last month $ 10,811.00 $ 10,811.00 $ 10/09/97 TO...Liquid Audio Inc • May 4th, 1999
Company FiledMay 4th, 1999
EXHIBIT 2.1 AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • July 18th, 2002 • Liquid Audio Inc • Services-computer integrated systems design • Delaware
Contract Type FiledJuly 18th, 2002 Company Industry Jurisdiction
EXHIBIT 99.4 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT ("Agreement") is made as of this 7th day of February, 2007, by and among Ramius Securities, L.L.C. and Starboard Value & Opportunity Fund, LLC (collectively, the "Sellers"), and...Stock Purchase Agreement • February 14th, 2007 • Lq Corp Inc • Services-computer integrated systems design • New York
Contract Type FiledFebruary 14th, 2007 Company Industry Jurisdiction
This Agreement is made and entered into as of April 25, 1996 (the "Effective Date") between Liquid Audio, Inc. (the "Company"), a California -------------- ------- corporation, and Philip Wiser ("Purchaser"). ---------Restricted Stock Purchase Agreement • May 4th, 1999 • Liquid Audio Inc • California
Contract Type FiledMay 4th, 1999 Company Jurisdiction
EXHIBIT 4.2 LIQUID AUDIO, INC. SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • May 4th, 1999 • Liquid Audio Inc • California
Contract Type FiledMay 4th, 1999 Company Jurisdiction
Exhibit 10.39 SOFTWARE LICENSE AGREEMENT Intel Corporation ("lntel") is interested in providing purchasers of certain Intel-based computers with software that demonstrates an enhanced computing experience. Intel may wish to provide such software via...Software License Agreement • June 17th, 1999 • Liquid Audio Inc • Services-computer integrated systems design • California
Contract Type FiledJune 17th, 1999 Company Industry Jurisdiction
Exhibit 10.1 TERMS OF EMPLOYMENT AGREEMENT FOR ROBERT G. FLYNN 1. AGREEMENT: This term sheet sets forth the agreed upon terms of the agreement between Robert G. Flynn ("Employee") and Alliance Entertainment Corp. ("Alliance") in connection with the...Employment Agreement • July 18th, 2002 • Liquid Audio Inc • Services-computer integrated systems design
Contract Type FiledJuly 18th, 2002 Company Industry
EXHIBIT 1.1 3,000,000 Shares LIQUID AUDIO, INC. Common Stock, $0.001 par value per share UNDERWRITING AGREEMENT ----------------------Underwriting Agreement • December 2nd, 1999 • Liquid Audio Inc • Services-computer integrated systems design • New York
Contract Type FiledDecember 2nd, 1999 Company Industry Jurisdiction
EXHIBIT 10.67 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT is made and entered into this 18th day of November, 2002 by and between Liquid Audio, Inc., a Delaware corporation (hereafter referred to as "the Company", "the Employer", or "Liquid...Employment Agreement • March 31st, 2003 • Liquid Audio Inc • Services-computer integrated systems design • California
Contract Type FiledMarch 31st, 2003 Company Industry Jurisdiction
EXHIBIT 10.34 SHAREHOLDERS AGREEMENT This Shareholders Agreement ("Agreement") is entered into as of December 31, 1998 by Liquid Audio, Inc., a California corporation with its principal place of business at 810 Winslow Street, Redwood City, California...Shareholders Agreement • July 8th, 1999 • Liquid Audio Inc • Services-computer integrated systems design
Contract Type FiledJuly 8th, 1999 Company Industry
RECITALSTermination and Release Agreement • November 12th, 2002 • Liquid Audio Inc • Services-computer integrated systems design • Delaware
Contract Type FiledNovember 12th, 2002 Company Industry Jurisdiction
andPreferred Stock Rights Agreement • August 15th, 2001 • Liquid Audio Inc • Services-computer integrated systems design • New York
Contract Type FiledAugust 15th, 2001 Company Industry Jurisdiction
by and amongSecurities Purchase Agreement • May 25th, 2004 • Lq Corp Inc • Services-computer integrated systems design • New York
Contract Type FiledMay 25th, 2004 Company Industry Jurisdiction
EXHIBIT 10.12 RSA DATA SECURITY (TM) OEM MASTER LICENSE AGREEMENT THIS OEM MASTER LICENSE AGREEMENT ("Agreement"), effective as of the later date of execution ("Effective Date"), is entered into by and between RSA Data Security, Inc., a Delaware...Master License Agreement • June 30th, 1999 • Liquid Audio Inc • Services-computer integrated systems design • California
Contract Type FiledJune 30th, 1999 Company Industry Jurisdiction
DIGITAL AUDIO SYSTEM LICENSE AGREEMENT INTERNET CODERS PATENT LICENSEAn Agreement • May 4th, 1999 • Liquid Audio Inc • California
Contract Type FiledMay 4th, 1999 Company Jurisdiction
EXHIBIT 10.20 [LETTERHEAD APPEARS HERE] October 2, 1996 2401 Kerner Boulevard VIA FEDERAL EXPRESS/FACSIMILE San Rafael, California 94901-5329 ----------------------------- (415) 485-4300 Mr. Robert Flynn Liquid Audio, Inc. 2421 Broadway Redwood City,...Master Equipment Lease Agreement • May 4th, 1999 • Liquid Audio Inc • California
Contract Type FiledMay 4th, 1999 Company Jurisdiction
EXHIBIT 10.65 SEVERANCE AGREEMENT AND GENERAL RELEASE This Severance Agreement and General Release (the "Agreement") is made and entered into by and between Robert Flynn ("Flynn"), and Liquid Audio, Inc. (the "Company") (each, a "Party" and...Severance Agreement and General Release • March 31st, 2003 • Liquid Audio Inc • Services-computer integrated systems design
Contract Type FiledMarch 31st, 2003 Company Industry
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER This Agreement and Plan of Merger (this "AGREEMENT") is entered into as of the 5th day of January, 2007 by and among Dynabazaar, Inc., a Delaware corporation ("DYNABAZAAR"), LQ Merger Corp., a Delaware...Agreement and Plan of Merger • January 11th, 2007 • Lq Corp Inc • Services-computer integrated systems design • New York
Contract Type FiledJanuary 11th, 2007 Company Industry Jurisdiction
EXHIBIT 10.34 SHAREHOLDERS AGREEMENT This Shareholders Agreement ("Agreement") is entered into as of December 31, 1998 by Liquid Audio, Inc., a California corporation with its principal place of business at 810 Winslow Street, Redwood City, California...Shareholders Agreement • June 30th, 1999 • Liquid Audio Inc • Services-computer integrated systems design
Contract Type FiledJune 30th, 1999 Company Industry
EXHIBIT 10.11 SOFTWARE LICENSE AGREEMENT between FRAUNHOFER-GESELLSCHAFT, ZUR FORDERUNG DER ANGEWANDTEN FORSCHUNG E. V. and LIQUID AUDIO, INC. _______________________________________________________________________________ THIS AGREEMENT DOES NOT BIND...Liquid Audio Inc • June 30th, 1999 • Services-computer integrated systems design • New York
Company FiledJune 30th, 1999 Industry Jurisdiction
Exhibit 10.57 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (hereinafter "Agreement"), having an Effective Date of September 27, 2002, is entered into by Liquid Audio, Inc., a Delaware corporation (hereinafter "Liquid Audio"), and Microsoft...Asset Purchase Agreement • March 31st, 2003 • Liquid Audio Inc • Services-computer integrated systems design • Washington
Contract Type FiledMarch 31st, 2003 Company Industry Jurisdiction
Exhibit 10.42 Amazon.com/Liquid Audio Advertising Agreement This Agreement is entered into as of this 9th day of June, 1999 by and between Liquid Audio, Inc., a California corporation with a principal place of business at 810 Winslow Street Redwood...Advertising Agreement • June 17th, 1999 • Liquid Audio Inc • Services-computer integrated systems design • California
Contract Type FiledJune 17th, 1999 Company Industry Jurisdiction
BY AND AMONGAgreement and Plan of Merger • June 13th, 2002 • Liquid Audio Inc • Services-computer integrated systems design • Delaware
Contract Type FiledJune 13th, 2002 Company Industry Jurisdiction
EXHIBIT 10.28 COPY COMMERCIAL LEASE THIS LEASE is made and executed in duplicate this 3rd day of November, 1998 BY AND BETWEEN Jim & Jeannette Beeger hereinafter called "Lessor," and Liquid Audio hereinafter called "Lessee." WITNESSETH: That for and...Lease • May 4th, 1999 • Liquid Audio Inc
Contract Type FiledMay 4th, 1999 CompanyWITNESSETH: That for and in consideration of the sum of $500.00 to Lessor, paid by Lessee, receipt of which is hereby acknowledged by Lessor, and for the further consideration of the payment of the rents and the performances of the covenants contained herein on the part of the Lessee, and in the manner hereinafter stated, Lessor leases and lets to Lessee, and Lessee hereby leases, hires, and takes from Lessor, upon the terms and conditions hereinafter set forth, the following described property, and its appurtenances, situated in the City of Redwood City, County of San Mateo State of California, particularly described as follows: Office Suite located at 820 Winslow Street.
STANDARD INDUSTRIAL/COMMERCIAL MULTI-TENANT LEASE--GROSS AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION 1. Basic Provisions ("Basic Provisions"). 1.1 Parties: This Lease ("Lease"), dated for reference purposes only, August 1, 1999, is made by and between...Liquid Audio Inc • November 23rd, 1999 • Services-computer integrated systems design
Company FiledNovember 23rd, 1999 Industry