ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANYMerger Agreement • April 10th, 2001 • Emusic Com Inc • Phonograph records & prerecorded audio tapes & disks • Delaware
EXHIBIT 10.2 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of October 28, 1998, by and among GoodNoise Corporation, a Florida corporation, with headquarters located at 719 Colorado Avenue, Palo Alto,...Registration Rights Agreement • November 2nd, 1998 • Goodnoise Corp • Communications equipment, nec • Florida
EXHIBIT 2 FORM OF STOCKHOLDERS AGREEMENT INTRODUCTORY TABLE ------------------ The following table identifies each of the EMusic stockholders who signed Stockholders Agreements in the form of this Exhibit and indicates the total number of shares of...Stockholders Agreement • April 10th, 2001 • Emusic Com Inc • Phonograph records & prerecorded audio tapes & disks • Delaware
EXHIBIT 1.1 DRAFT 9/14//99 5,480,000 Shares EMUSIC.COM INC. COMMON STOCK UNDERWRITING AGREEMENTUnderwriting Agreement • September 17th, 1999 • Emusic Com Inc • Phonograph records & prerecorded audio tapes & disks • New York
EXHIBIT 10.1 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (the "Agreement") is dated as of May __, 1998 between GOODNOISE CORPORATION, a Florida corporation (the Company"), and ___________________________ (the "Indemnitee"). WHEREAS, it is...Indemnification Agreement • July 22nd, 1998 • Goodnoise Corp • Florida
EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (the "AGREEMENT"), dated as of October 28, 1998, by and among GoodNoise Corporation, a Florida corporation, with headquarters located at 719 Colorado Avenue, Palo Alto,...Securities Purchase Agreement • November 2nd, 1998 • Goodnoise Corp • Communications equipment, nec • Florida
AGREEMENT ---------Stockholders' Agreement • April 20th, 2001 • Emusic Com Inc • Phonograph records & prerecorded audio tapes & disks • California
EXHIBIT 2.1 AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONGAgreement and Plan of Reorganization • July 22nd, 1998 • Goodnoise Corp • California
Exhibit 10.7 AFFILIATION AGREEMENT This AFFILIATION AGREEMENT (this "Agreement") is entered into as of this 10th day of November 1997 between JAMtv Corporation, a Delaware corporation ("JAMtv"), and Straight Arrow Publishers Company, L.P., a Delaware...Affiliation Agreement • September 25th, 2000 • Emusic Com Inc • Phonograph records & prerecorded audio tapes & disks • New York
AGREEMENT ---------Indemnity Agreement • July 23rd, 1999 • Emusic Com Inc • Communications equipment, nec • Delaware
EXHIBIT 2Merger Agreement • November 22nd, 1999 • Emusic Com Inc • Phonograph records & prerecorded audio tapes & disks • Delaware
EXHIBIT 2.3 AGREEMENT AND PLAN OF REORGANIZATION among GOODNOISE CORPORATION, GNA CORPORATION, INTERNET UNDERGROUND MUSIC ARCHIVE, INC. and the CERTAIN SHAREHOLDERS of INTERNET UNDERGROUND MUSIC ARCHIVE, INC. May 16, 1999 AGREEMENT AND PLAN OF...Agreement and Plan of Reorganization • July 23rd, 1999 • Emusic Com Inc • Communications equipment, nec • California
AGREEMENT ---------Investor Rights Agreement • April 6th, 1999 • Goodnoise Corp • Communications equipment, nec • California
EXHIBIT 2.3 AGREEMENT AND PLAN OF REORGANIZATION among GOODNOISE CORPORATION, GN ACQUISITION CORPORATION, CREATIVE FULFILLMENT, INC. and the SHAREHOLDERS of CREATIVE FULFILLMENT, INC. October 8, 1998 AGREEMENT AND PLAN OF REORGANIZATION This AGREEMENT...Agreement and Plan of Reorganization • December 24th, 1998 • Goodnoise Corp • Communications equipment, nec • California
RECITALSAgreement and Plan of Reorganization • December 24th, 1998 • Goodnoise Corp • Communications equipment, nec • California
WITNESSETH: ----------Common Stock Purchase Agreement • December 24th, 1998 • Goodnoise Corp • Communications equipment, nec • California
AMENDMENT NO. 1 INVESTOR RIGHTS AGREEMENT This Amendment No. 1 is entered into as of the 19/th/ day of July 1999 and amends that certain Investor Rights Agreement (the "Agreement") entered into as of March 23, 1999, by and among GoodNoise Corporation,...Investor Rights Agreement • July 23rd, 1999 • Emusic Com Inc • Communications equipment, nec
EMusic.com Inc. Memorandum To: EMusic Optionees From: Marcus Segal, VP of Operations Date: 04/30/01 Re: Option Cash-Out Agreement As you are aware, pursuant to the terms of the Merger Agreement signed with Universal Music Group, Inc. ("UMG"), UMG has...Option Cash-Out Agreement • April 30th, 2001 • Emusic Com Inc • Phonograph records & prerecorded audio tapes & disks
As you are aware, pursuant to the terms of the Merger Agreement signed with Universal Music Group, Inc. ("UMG"), UMG has commenced a tender offer for the purchase of all outstanding stock of the company for $0.57 per share (the "Tender Offer"). The EMusic Board of Directors has unanimously recommended that the company's stockholders accept the Tender Offer. If the Tender Offer is successfully completed, all shares not purchased in the Tender Offer will be "cashed out" at the same price pursuant to a merger between the company and a UMG subsidiary (the "Merger").
RECITALSAgreement and Plan of Reorganization • December 14th, 1999 • Emusic Com Inc • Phonograph records & prerecorded audio tapes & disks • Delaware
BACKGROUND ----------Option Cash-Out Agreement • April 30th, 2001 • Emusic Com Inc • Phonograph records & prerecorded audio tapes & disks • California
Exhibit (a)(11) [EMusic.com Letterhead] April 30, 2001 VIA REGISTERED MAIL ------------------- COMPANY ADDRESS CITY, STATE, ZIP Attn: CONTACT PERSON Re: Warrant to Purchase Common Stock Dear Sir/Madam: As you may know, EMusic has entered into an...Warrant to Purchase Common Stock • April 30th, 2001 • Emusic Com Inc • Phonograph records & prerecorded audio tapes & disks
As you may know, EMusic has entered into an agreement to be acquired by Universal Music Group, Inc. ("Universal"). As set forth in the agreement, Universal intends to acquire EMusic by purchasing all of EMusic's outstanding shares in a tender offer and subsequent merger at $0.57 per share. On April 20, 2001, Universal commenced its tender offer. The tender offer is currently scheduled to expire May 17, 2001. If the tender offer is consummated, any shares not tendered to Universal will be converted into the right to receive $0.57 per share pursuant to a merger transaction to be completed after the consummation of the tender offer. Upon the closing of the tender offer, we anticipate Universal will acquire more than 50% of the outstanding securities of EMusic and will thereafter cause EMusic to merge with and into its wholly-owned subsidiary, Universal Acquisition Corp.
EMusic.com Letterhead]Warrant to Purchase Common Stock • April 30th, 2001 • Emusic Com Inc • Phonograph records & prerecorded audio tapes & disks
As you may know, EMusic has entered into an agreement to be acquired by Universal Music Group, Inc. ("Universal"). As set forth in the agreement, Universal intends to acquire EMusic by purchasing all of EMusic's outstanding shares in a tender offer (the "Tender Offer") and subsequent merger at $0.57 per share. On April 20, 2001, Universal commenced the Tender Offer. The Tender Offer is currently scheduled to expire May 17, 2001. If the Tender Offer is consummated, any shares not tendered to Universal will be converted into the right to receive $0.57 per share pursuant to a merger transaction to be completed after the consummation of the tender offer. Upon the closing of the tender offer, we anticipate Universal will acquire more than 50% of the outstanding securities of EMusic and will thereafter cause EMusic to merge with its wholly-owned subsidiary, Universal Acquisition Corp.
Exhibit 2.1 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (the "Merger Agreement") is entered into as of the 21st day of July, 1999 by and between EMusic.com Inc., a Florida corporation ("EMusic"), and EMusic.com Inc., a Delaware...Merger Agreement • July 23rd, 1999 • Goodnoise Corp • Communications equipment, nec
