1 EXHIBIT 10.14 2WAY MEDIA, INC. SECURITIES PURCHASE AGREEMENT February 27, 1998 TABLE OF CONTENTSSecurities Purchase Agreement • February 16th, 1999 • Launch Media Inc • California
R E C I T A L SExchange Agreement • February 16th, 1999 • Launch Media Inc • California
COMMON STOCKUnderwriting Agreement • March 31st, 1999 • Launch Media Inc • Communications services, nec • California
RECITALSIndemnity Agreement • February 16th, 1999 • Launch Media Inc • Delaware
EXHIBIT 10.13 SUBLEASE AGREEMENT The parties agree as follows: DATE OF THIS SUBLEASE: October 1998 PARTIES TO THIS Overtenant: Intershoe, Inc. SUBLEASE: Address for notices: 156 West 56th Street, New York, NY You, the Undertenant: Launch Media Inc....Sublease Agreement • February 16th, 1999 • Launch Media Inc
EXHIBIT 2 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • January 28th, 2000 • Launch Media Inc • Communications services, nec • California
EXHIBIT 1 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • July 2nd, 2001 • Launch Media Inc • Communications services, nec • Delaware
STANDARD OFFICE LEASE - GROSS AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION [LOGO]Launch Media Inc • March 30th, 2000 • Communications services, nec
FORM OF AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENT This Amendment No. 2 dated April ___, 1999 (the "Rights Agreement Amendment") to Second Amended and Restated Investors Rights Agreement dated February 27, 1998 (the...Investors Rights Agreement • April 21st, 1999 • Launch Media Inc • Communications services, nec • California
July 7, 2000Launch Media Inc • April 2nd, 2001 • Communications services, nec
RECITALSCo-Sale Agreement • February 16th, 1999 • Launch Media Inc • California
ARTICLE I PURCHASE AND SALESubscription Agreement • April 21st, 1999 • Launch Media Inc • Communications services, nec • Delaware
1 2 (b) Corporate Power. The Company has all requisite legal and corporate power to enter into, execute and deliver this Agreement and the Note. This Agreement, and upon this issuance the Note, will be, valid and binding obligations of the Company,...Note Purchase Agreement • February 16th, 1999 • Launch Media Inc • Delaware
2- 3 exercise price equal to the fair market value on the date of grant, will vest monthly over a five year period beginning 90 days after the Effective Date (with 3 months' vesting to occur on such 90th day), subject to the terms of the Stock Option...Employment Agreement • March 31st, 1999 • Launch Media Inc • Communications services, nec • California
EXHIBIT 2.0 MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • September 14th, 2000 • Launch Media Inc • Communications services, nec • California
RECITALSContent Provider Agreement • February 16th, 1999 • Launch Media Inc • New York
1 EXHIBIT 10.10 STANDARD INDUSTRIAL/COMMERCIAL MULTI-TENANT LEASE--MODIFIED NET AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION [AMERICAN INDUSTRIAL REAL ESTATE LOGO] 1. BASIC PROVISIONS ("BASIC PROVISIONS"). 1.1 PARTIES: This Lease ("LEASE"), dated for...Launch Media Inc • February 16th, 1999
NONCOMPETITION AGREEMENTNoncompetition Agreement • July 12th, 2001 • Launch Media Inc • Communications services, nec • California
THIS NONCOMPETITION AGREEMENT (this "Agreement") is entered into as of June 27, 2001, by and between Yahoo! Inc., a Delaware corporation ("Yahoo!") and David B. Goldberg ("Employee"), an employee of Launch Media, Inc. ("Launch").
EMPLOYMENT AGREEMENTEmployment Agreement • July 12th, 2001 • Launch Media Inc • Communications services, nec • California
The following terms of employment are agreed to maintain David Goldberg ("Employee's") employment by Launch Media, Inc. (the "Company") following the acquisition of the Company by Yahoo! Inc. ("Parent") pursuant to the Agreement and Plan of Merger (the "Merger Agreement") entered into as of June 27, 2001 by and among Parent, Jewel Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Parent ("Sub"), and the Company. Capitalized terms not otherwise defined herein shall have the meanings given to them in the Merger Agreement.
EXHIBIT 10.12 STANDARD FORM OF OFFICE LEASE THE REAL ESTATE BOARD OF NEW YORK, INC. AGREEMENT OF LEASE, made as of this 22nd day of January, 1997, between CITYSPIRE CENTRE LLC, having an address at c/o Broadway Management Co., Inc., 39 Broadway, New...Launch Media Inc • March 31st, 1999 • Communications services, nec • New York
RECITALSStrategic Alliance Agreement • April 21st, 1999 • Launch Media Inc • Communications services, nec • New York
CONFIDENTIAL ANCHOR TENANT AGREEMENTConfidential Anchor Tenant Agreement • February 16th, 1999 • Launch Media Inc • Virginia
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • July 12th, 2001 • Launch Media Inc • Communications services, nec • California
THIS INTELLECTUAL PROPERTY SECURITY AGREEMENT (hereinafter referred to as the "Agreement"), is dated as of May 25, 2001, by and between Launch Media, Inc., a Delaware corporation with a principal place of business located at 2700 Pennsylvania Avenue, Santa Monica, California 90404 (hereinafter referred to as the "Company"), and Yahoo! Inc., a Delaware corporation with a principal place of business located at 701 First Avenue, Sunnyvale, California 94089 (hereinafter referred to as the "Secured Party").
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • July 12th, 2001 • Launch Media Inc • Communications services, nec • California
This Loan and Security Agreement is made as of May 25, 2001 (this "Agreement") by and between Launch Media, Inc., a Delaware corporation having its principal place of business at 2700 Pennsylvania Avenue, Santa Monica, California 90404 (the "Borrower") and Yahoo! Inc., a Delaware corporation, having its principal place of business at 701 First Avenue, Sunnyvale, California 94089 (the "Lender").
July 2, 2001 Robert Roback Launch Media, Inc. 2700 Pennsylvania Avenue Santa Monica, California 90404 Dear Robert:Confidentiality Agreement • July 12th, 2001 • Launch Media Inc • Communications services, nec
Reference is made to the Confidentiality Agreement (the "Confidentiality Agreement") dated April 27, 2000 between Launch Media, Inc. ("Launch") and Yahoo! Inc. ("Yahoo!"). Capitalized terms not otherwise defined herein shall have the meanings given to them in the Confidentiality Agreement. By executing this letter, Launch and Yahoo hereby confirm that Information exchanged by the parties subsequent to the execution of the Agreement and Plan of Merger dated June 27, 2001 by and among Yahoo!, Jewel Acquisition Corporation and Launch is provided in the course of the evaluation of the Transaction, constitutes Provided Information and is subject to the terms and conditions of the Confidentiality Agreement.
Dated: April 27, 2000 CONFIDENTIALITY AGREEMENTConfidentiality Agreement • July 12th, 2001 • Launch Media Inc • Communications services, nec • California
FORM OF STOCKHOLDERS AGREEMENT INTRODUCTORY TABLEStockholders Agreement • July 12th, 2001 • Launch Media Inc • Communications services, nec • Delaware
The following table identifies each of the Launch Media, Inc. stockholders who signed Stockholders Agreements in the form of this Exhibit or the form of exhibit filed herewith as Exhibit 2.2 and indicates the total number of shares of Launch Media, Inc. common stock covered by such stockholders' Stockholders Agreement. The aggregate outstanding shares beneficially owned by the identified individuals as of June 27, 2001, the date the Stockholders Agreements were executed, represented approximately 27.0% of Launch Media, Inc.'s outstanding shares.
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • July 12th, 2001 • Launch Media Inc • Communications services, nec
This First Amendment to Loan and Security Agreement (this "First Amendment") is made by and between Launch Media, Inc., a Delaware corporation ("Borrower") and Yahoo! Inc., a Delaware corporation ("Lender") as of this 27 day of June 2001. All capitalized terms used herein shall have the meaning set forth in the Loan and Security Agreement (as defined below) unless otherwise stated.
September 8, 1997 Confidential 2Way Media, Inc. 1632 Fifth Street Santa Monica, CA 90401 Attn: Mr. Robert Roback Mr. Dave Goldberg Gentlemen: Reference is hereby made to that certain Financial Advisory Services Letter Agreement, dated September 8,...Launch Media Inc • March 31st, 1999 • Communications services, nec
June 21, 2001 Spencer A. McClung, Jr. 2700 Pennsylvania Avenue Santa Monica, CA 90404 Re: Amended Employment Agreement Dear Spencer:Launch Media Inc • July 12th, 2001 • Communications services, nec
Pursuant to our recent discussions, this letter sets forth the terms of your continued employment with Launch Media, Inc. (the "Company") and replaces your Continued Employment Agreement with the Company dated July 7, 2000 ("Prior Agreement").
