1 EXHIBIT 10.5 TERM SHEET FOR SERVICES AGREEMENT BETWEEN TCI MUSIC, INC. AND THE BOX WORLDWIDE, INC.Services Agreement • November 12th, 1997 • Tci Music Inc • Communications services, nec
RECITALSRights Agreement • May 1st, 1998 • Tci Music Inc • Communications services, nec
TERMINATION AGREEMENTTermination Agreement • October 9th, 1997 • Tci Music Inc • Communications services, nec
AGREEMENT OFLimited Partnership Agreement • August 2nd, 1999 • Tci Music Inc • Communications services, nec • Delaware
1 EXHIBIT 10.53 SEPARATION AGREEMENT AND MUTUAL RELEASE THIS SEPARATION AGREEMENT AND MUTUAL RELEASE (this "Agreement") is entered into as of the 11th day of July, 1997, by and between DMX INC., a Delaware corporation ("Company"), and JEROLD...Separation Agreement • November 12th, 1997 • Tci Music Inc • Communications services, nec • California
RECITALSSecurity Agreement • April 2nd, 2001 • Liberty Digital Inc • Communications services, nec • Colorado
By and Among Liberty Digital, Inc., DMX Music, Inc., AEI Music Network, Inc., Michael J. Malone and Maxide Acquisition, Inc.Contribution Agreement • August 14th, 2001 • Liberty Digital Inc • Communications services, nec • Delaware
EXHIBIT 10.1 EXCHANGE AGREEMENT THIS EXCHANGE AGREEMENT (the "Agreement") dated as of September 27, 2000 is by and between LIBERTY MEDIA CORPORATION, a Delaware corporation ("Liberty"), and LIBERTY DIGITAL, INC., a Delaware corporation ("LDIG")....Exchange Agreement • November 17th, 2000 • Liberty Digital Inc • Communications services, nec • Delaware
i) If the approval of the Federal Communications Commission ("FCC") of the transfer of the low power television station licenses from Box to Music.co has not been obtained by the Closing, such licenses will not be transferred until such approval is...Joint Venture Agreement • March 30th, 2000 • Liberty Digital Inc • Communications services, nec • New York
RECITALLoan and Security Agreement • November 12th, 1997 • Tci Music Inc • Communications services, nec • Colorado
WHEREAS, the Company and Stockholder are parties to a Membership Interest Purchase Agreement dated as of the date hereof (the "Transaction ----------- Agreement"), providing for the issuance of Series A Common Stock, par value --------- $0.01 per...Registration Rights Agreement • March 9th, 2001 • Liberty Digital Inc • Communications services, nec • Delaware
1 EXHIBIT 10.81 ASSIGNMENT AGREEMENT THIS ASSIGNMENT AGREEMENT is made on the 8th day of July, 1997, by DMX Inc., a Delaware corporation (hereinafter referred to as "ASSIGNOR"), and Jerold H. Rubinstein, an individual (hereinafter referred to as...Assignment Agreement • October 9th, 1997 • Tci Music Inc • Communications services, nec
RecitalsVoting Agreement • November 12th, 1997 • Tci Music Inc • Communications services, nec • Delaware
RecitalsVoting Agreement • November 12th, 1997 • Tci Music Inc • Communications services, nec • Delaware
AMONGRevolving Loan Agreement • March 31st, 1998 • Tci Music Inc • Communications services, nec • New York
EXHIBIT 10.1 MEMBERSHIP INTEREST PURCHASE AGREEMENT Dated as of February 23, 2001Membership Interest Purchase Agreement • March 9th, 2001 • Liberty Digital Inc • Communications services, nec • Delaware
Shares* Series A Common Stock ($.01 par value)u.s. Underwriting Agreement • July 3rd, 2000 • Liberty Digital Inc • Communications services, nec • New York
DATED AS OFMerger Agreement • August 18th, 1997 • Tci Music Inc • Communications services, nec • Delaware
YEAR AMOUNT ------------------------------------ Contract Year 1 [*] ------------------------------------ Contract Year 2 CPI Adjusted Fee ------------------------------------ Contract Year 3 CPI Adjusted Fee ------------------------------------...Affiliation Agreement • March 31st, 1998 • Tci Music Inc • Communications services, nec • New York
EXHIBIT 4.1Rights Agreement • July 24th, 1997 • Tci Music Inc • Communications services, nec • New York
TCI MUSIC, INC.Non-Qualified Stock Option and Stock Appreciation Rights Agreement • March 31st, 1998 • Tci Music Inc • Communications services, nec • Delaware
WITNESSETHRegistration Rights Agreement • November 15th, 1999 • Liberty Digital Inc • Communications services, nec • Delaware
1 EXHIBIT 10.24 AMENDED AND RESTATED EMPLOYMENT AGREEMENT ----------------------------------------- This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "Agreement"), dated as of February 13, 2001, between LIBERTY DIGITAL, INC., a Delaware corporation...Employment Agreement • April 2nd, 2001 • Liberty Digital Inc • Communications services, nec • Colorado
LICENSE AGREEMENTLicense Agreement • November 12th, 1997 • Tci Music Inc • Communications services, nec • New York
R E C I T A LContribution Agreement • November 5th, 1999 • Liberty Digital Inc • Communications services, nec • Colorado
AMENDED AND RESTATED OPERATING AGREEMENT FOR GAME SHOW NETWORK, LLC A DELAWARE LIMITED LIABILITY COMPANYOperating Agreement • March 9th, 2001 • Liberty Digital Inc • Communications services, nec • Delaware
1- 2 practicable after expiration of the TCI Rights, a Registration Statement under the Securities Act registering the sale of all the Shares issued in the Merger. Any Shares required to be registered pursuant to this Agreement are referred to herein...Registration Rights Agreement • March 31st, 1998 • Tci Music Inc • Communications services, nec • Delaware
RECITALSEmployment Agreement • October 9th, 1997 • Tci Music Inc • Communications services, nec
RECITALSDeferred Compensation and Stock Appreciation Right Agreement • April 2nd, 2001 • Liberty Digital Inc • Communications services, nec • California
This PARENTS AGREEMENT (the "Agreement") is entered into as of the twenty- --------- third day of February, 2001, by and between LIBERTY DIGITAL, INC., a Delaware corporation ("LDI") and SONY PICTURES ENTERTAINMENT INC., a Delaware corporation ---...Parents Agreement • March 9th, 2001 • Liberty Digital Inc • Communications services, nec • Delaware
January 1, 1996 Mr. Thomas McPartland 145 Glenlawn Avenue Sea Cliff, New York 11579 Dear Tom: Paradigm Music Entertainment Corporation, Inc., a New York corporation (hereinafter referred to as "Paradigm"), agrees to employ you and you agree to accept...Employment Agreement • March 31st, 1998 • Tci Music Inc • Communications services, nec • New York
RECITALSMerger Agreement • March 31st, 1998 • Tci Music Inc • Communications services, nec • Delaware
2,000,000 Denver, Colorado July 31, 1997 FOR VALUE RECEIVED, the undersigned, TCI MUSIC, INC., a Delaware corporation (the "Borrower"), promises to pay to the order of TCI COMMUNICATIONS, INC., a Delaware corporation (the "Company"), no later than 180...Revolving Credit Line • March 31st, 1998 • Tci Music Inc • Communications services, nec
Reference is made to the Memorandum of Terms (the "Term Sheet") ---------- attached hereto regarding the proposed purchase by Liberty Digital, Inc. ("Liberty Digital") from Sony Pictures Entertainment Inc. ("SPE") of a 50% --------------- --- interest...Memorandum of Terms • September 13th, 2000 • Liberty Digital Inc • Communications services, nec
CONTRACT YEAR ANNUAL LICENSE FEE ------------- ------------------Background/Foreground Music Service License Agreement • November 12th, 1997 • Tci Music Inc • Communications services, nec
