STOCK PURCHASE AGREEMENT BY AND AMONG CD WAREHOUSE, INC. AND THE SEVERAL PURCHASERS NAMED IN SCHEDULE IStock Purchase Agreement • June 4th, 1998 • Cd Warehouse Inc • Retail-record & prerecorded tape stores • Oklahoma
ARTICLE I TERMS OF PURCHASE AND SALEAsset Purchase Agreement • February 24th, 1999 • Cd Warehouse Inc • Retail-record & prerecorded tape stores • Delaware
1,000,000 Shares CD WAREHOUSE, INC. (a Delaware corporation)Underwriting Agreement • January 21st, 1997 • Cd Warehouse Inc • Retail-record & prerecorded tape stores • Oklahoma
WITNESSETH: ----------Loan Agreement • August 25th, 1997 • Cd Warehouse Inc • Retail-record & prerecorded tape stores • Oklahoma
AMENDMENT NO. 2 TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 14th, 2001 • Cd Warehouse Inc • Retail-record & prerecorded tape stores • North Carolina
LOAN AGREEMENTLoan Agreement • February 24th, 1999 • Cd Warehouse Inc • Retail-record & prerecorded tape stores • Oklahoma
December __, 1996 Capital West Securities, Inc. 16th Floor, One Leadership Square 211 N. Robinson Oklahoma City, OK 73102 As One of the Representatives of the Several Underwriters Re: Public Offering of Common Stock Par Value $.01 Per Share ( the...Lock-Up Agreement • December 11th, 1996 • Cd Warehouse Inc • Retail-record & prerecorded tape stores
Pursuant to Section 2(s) of the Underwriting Agreement, dated December __, 1996 (the "Underwriting Agreement"), by and among you and the Company, the undersigned (a holder of Common Stock) hereby agrees not to sell, contract to sell, transfer or otherwise dispose of any shares of Common Stock without prior written consent for a period of 24 months after the date of the initial public offering of the Common Stock. All communications to you hereunder shall be sent to the address set forth above, attention: Gregory M. Jones.
EXHIBIT 2.1 ASSET PURCHASE AGREEMENTAsset Purchase Agreement • October 30th, 1996 • Cd Warehouse Inc • Texas
EXHIBIT 10.6 LEASE AGREEMENT This Lease Agreement made as of this 1/st/ day of March 2001, by and between Christopher M. and Margaret S. Salyer (hereinafter called "Landlord"), and CD Warehouse, Inc. a Delaware Corporation (hereinafter called...Lease Agreement • March 14th, 2001 • Cd Warehouse Inc • Retail-record & prerecorded tape stores • Oklahoma
AMENDMENT NO. 3 TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 1st, 2002 • Cd Warehouse Inc • Retail-record & prerecorded tape stores • North Carolina
ARTICLE I TERMS OF PURCHASE AND SALEAsset Purchase Agreement • February 20th, 1998 • Cd Warehouse Inc • Retail-record & prerecorded tape stores • Oklahoma
WITNESSETH:Lease Agreement • August 25th, 1997 • Cd Warehouse Inc • Retail-record & prerecorded tape stores
EXHIBIT 10.9 LOAN AND SECURITY AGREEMENT DATED AS OF DECEMBER 28, 1999Loan and Security Agreement • March 29th, 2000 • Cd Warehouse Inc • Retail-record & prerecorded tape stores • North Carolina
AGREEMENTFranchise Agreement • February 20th, 1998 • Cd Warehouse Inc • Retail-record & prerecorded tape stores • Oklahoma
EMPLOYMENT AGREEMENT BETWEEN CD WAREHOUSE, INC. AND DOYLE MOTLEYEmployment Agreement • October 30th, 1996 • Cd Warehouse Inc • Delaware
RECITALS --------Settlement Agreement • November 13th, 2001 • Cd Warehouse Inc • Retail-record & prerecorded tape stores • Oklahoma
WITNESSETH; I.Lease Agreement • October 30th, 1996 • Cd Warehouse Inc
CD CD WAREHOUSE, INC.Certificate of Stock • December 11th, 1996 • Cd Warehouse Inc • Retail-record & prerecorded tape stores
EXHIBIT 99.1 FIRST AMENDMENT --------------- TO THE ASSET PURCHASE AGREEMENT -------------------------------Asset Purchase Agreement • June 29th, 2000 • Cd Warehouse Inc • Retail-record & prerecorded tape stores
BY AND AMONG BRUCE D. MACDONALD AND CD WAREHOUSE, INC.Asset Purchase Agreement • October 30th, 1996 • Cd Warehouse Inc • Texas
CD WAREHOUSE, INC. WARRANT AGREEMENT January ___, 1997 CAPITAL WEST SECURITIES, INC. WESTPORT RESOURCES INVESTMENT SERVICES, INC. BERTHEL FISHER & COMPANY FINANCIAL SERVICES, INC. c/o Capital West Securities, Inc. 211 N. Robinson 16th Floor, One...Warrant Agreement • January 21st, 1997 • Cd Warehouse Inc • Retail-record & prerecorded tape stores • Oklahoma
WARRANT AGREEMENT May 22, 1998Warrant Agreement • March 18th, 1999 • Cd Warehouse Inc • Retail-record & prerecorded tape stores • Texas
COMPACT DISCS INTERNATIONAL, LTD. d/b/a CD WAREHOUSE DEVELOPMENT AGREEMENTDevelopment Agreement • October 30th, 1996 • Cd Warehouse Inc • Texas
Exhibit 10.1 [LOGO OF MERRILL LYNCH APPEARS HERE] No. 595-07T30 =============== ================================================================= WCMA(R) NOTE, LOAN AND SECURITY AGREEMENT WCMA NOTE, LOAN AND SECURITY AGREEMENT NO. 595-07T30 ("Loan...Loan and Security Agreement • March 12th, 1998 • Cd Warehouse Inc • Retail-record & prerecorded tape stores • Illinois
Exhibit 10.2 [LOGO OF MERRILL LYNCH APPEARS HERE] No. 9712340201 ============== ================================================================== TERM WCMA(R) LOAN AND SECURITY AGREEMENT TERM WCMA LOAN AND SECURITY AGREEMENT NO. 9712340201 ("Loan...Term Wcma Loan and Security Agreement • March 12th, 1998 • Cd Warehouse Inc • Retail-record & prerecorded tape stores • Illinois
BETWEEN METROPOLITAN LIFE INSURANCE COMPANY, AS LANDLORD, AND M&L KANE COMPANY, L.L.C. AS TENANTShopping Center Lease • October 30th, 1996 • Cd Warehouse Inc • Texas
AGREEMENT OF LIMITED PARTNERSHIP OF COMPACT DISC INVESTMENTS XV, LTD.Limited Partnership Agreement • October 30th, 1996 • Cd Warehouse Inc • Texas
ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE ASSIGNORAssignment and Assumption Agreement • October 30th, 1996 • Cd Warehouse Inc • Texas
EXHIBIT 10.2 Djangos.com Inc. 2544 NW 21st Place Portland, OR 97010 October 24, 2001 Board of Directors CD Warehouse, Inc. 1204 Sovereign Row Oklahoma City, OK 73108 This letter sets forth certain terms and conditions of the proposed acquisition (the...Acquisition Agreement • November 13th, 2001 • Cd Warehouse Inc • Retail-record & prerecorded tape stores
Joint Venture: CDI Acquisition JV / CD Partners J.V. Texas Joint Venture(s) /s/ Mitchell Hurwitz ---------------------------------------- Mitchell Hurwitz, individually and as a Joint Venturer /s/ Harry B. Lucas...Finders and Release Agreement • October 30th, 1996 • Cd Warehouse Inc • Texas
EXHIBIT 2.4 WORLDWIDE AREA DEVELOPMENT AGREEMENT THIS AGREEMENT is entered into this ___ day of _______, 1996, by and between CD Warehouse Inc., a Delaware corporation, (the "Company"), and Mark Kane, a resident of the State of Texas, individually,...Worldwide Area Development Agreement • October 30th, 1996 • Cd Warehouse Inc • Delaware
