MP3.com, Inc. 4790 Eastgate Mall San Diego, CA 92121Distribution Agreement • February 20th, 2001 • Mp3 Com Inc • Phonograph records & prerecorded audio tapes & disks • New York
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER Dated as of May 20, 2001Merger Agreement • May 22nd, 2001 • Mp3 Com Inc • Phonograph records & prerecorded audio tapes & disks • Delaware
RECITALSSettlement Agreement • April 27th, 2001 • Mp3 Com Inc • Phonograph records & prerecorded audio tapes & disks
EXHIBIT 99.1 STOCKHOLDER AGREEMENT dated as of May 20, 2001 (this "Agreement"), among VIVENDI UNIVERSAL, a societe anonyme organized under the laws of France ("Parent"), and the individuals and other parties listed on Schedule A hereto (each, a...Stockholder Agreement • May 22nd, 2001 • Mp3 Com Inc • Phonograph records & prerecorded audio tapes & disks • Delaware
1 2 ("COMMISSION") and either (i) has been declared effective under the Securities Act of 1933 ("ACT") and is not proposed to be amended or (ii) is proposed to be amended by amendment or post-effective amendment. If such registration statement...Underwriting Agreement • July 16th, 1999 • Mp3 Com Inc • Phonograph records & prerecorded audio tapes & disks • New York
VIVENDI UNIVERSAL, S.A.,Modification Agreement • August 2nd, 2001 • Mp3 Com Inc • Phonograph records & prerecorded audio tapes & disks • Delaware
SUBLEASESublease • November 12th, 1999 • Mp3 Com Inc • Phonograph records & prerecorded audio tapes & disks • California
MP3.COM, INC.Investor Rights Agreement • June 22nd, 1999 • Mp3 Com Inc • Phonograph records & prerecorded audio tapes & disks • California
BY AND BETWEEN MP3.COM ANDEmployment Agreement • May 14th, 1999 • Mp3 Com Inc • California
MP3.COM, INC.Series C Preferred Stock Purchase Agreement • July 16th, 1999 • Mp3 Com Inc • Phonograph records & prerecorded audio tapes & disks • California
EXHIBIT 10.13 MP3.COM, INC.Stock Restriction Agreement • May 14th, 1999 • Mp3 Com Inc • California
1 EXHIBIT 10.25 MP3.COM, INC. 2000 EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENT (NONSTATUTORY STOCK OPTIONS) Pursuant to the Stock Option Grant Notice ("Grant Notice") and this Stock Option Agreement, MP3.com, Inc. (the "Company") has granted you an...Stock Option Agreement • July 27th, 2000 • Mp3 Com Inc • Phonograph records & prerecorded audio tapes & disks
RECITALSSublease Agreement • March 30th, 2000 • Mp3 Com Inc • Phonograph records & prerecorded audio tapes & disks • California
ZCO, INC.Founder Stock Purchase Agreement • May 14th, 1999 • Mp3 Com Inc • California
May 20, 2001 Steve Sheiner c/o MP3.com, Inc. 4790 Eastgate Mall San Diego, CA 92121 Dear Steve: Reference is made to the Agreement and Plan of Merger, dated as of May 20, 2001, (the "Merger Agreement"), by and among Vivendi Universal, S.A. ("Parent"),...Employment Agreement • August 2nd, 2001 • Mp3 Com Inc • Phonograph records & prerecorded audio tapes & disks • New York
1 EXHIBIT 10.33 AMENDMENT TO CONSULTING AGREEMENT This AMENDMENT TO CONSULTING AGREEMENT (the "Amendment"), dated as of March 1, 2001, is entered into by and between MP3.com, Inc. ("Client") and Howard B. Wiener ("Consultant").Consulting Agreement • April 27th, 2001 • Mp3 Com Inc • Phonograph records & prerecorded audio tapes & disks • California
RECITALSAdvertising, Promotion and Marketing Agreement • February 20th, 2001 • Mp3 Com Inc • Phonograph records & prerecorded audio tapes & disks • California
1 EXHIBIT 10.19 * Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4), 200.83 and 230.406 MEMORANDUM OF AGREEMENT DATED MAY 12, 1999 BETWEEN MP3.COM, INC. ("MP3") AND BOUTIT, INC., DBA NO LIMIT RECORDS, INC., A CALIFORNIA...Memorandum of Agreement • July 14th, 1999 • Mp3 Com Inc • Phonograph records & prerecorded audio tapes & disks • California
1 Exhibit 10.37 PLEDGE AND SECURITY AGREEMENT This Pledge and Security Agreement (the "Agreement") is made and entered into effective as of April 2, 2001, by and between Michael L. Robertson ("Borrower"), on the one hand, and MP3.com, Inc., a Delaware...Pledge and Security Agreement • August 2nd, 2001 • Mp3 Com Inc • Phonograph records & prerecorded audio tapes & disks • California
1 EXHIBIT 10.23 * Confidential Treatment Requested Under 17 C.F.R. Section 200.80(b)4), 200.83 and 230.406 [MP3 LETTERHEAD] SPONSORSHIP AGREEMENT This Sponsorship Agreement ("Agreement") is made and entered into February 18, 1999 ("Effective Date"),...Sponsorship Agreement • July 12th, 1999 • Mp3 Com Inc • Phonograph records & prerecorded audio tapes & disks • California
1 EXHIBIT 10.30 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT ("Agreement") is made by and between MP3.COM, INC. ("Client"), a Delaware corporation, and The Honorable HOWARD B. WIENER, an individual resident in the State of California ("Consultant"),...Consulting Agreement • March 2nd, 2001 • Mp3 Com Inc • Phonograph records & prerecorded audio tapes & disks • California
1. 2 (the "Advertising Agreement"), including without limitation any default under Section 2.3 or Section 2.5 of the Advertising Agreement.Ipo Equity Offer Agreement • July 14th, 1999 • Mp3 Com Inc • Phonograph records & prerecorded audio tapes & disks • California
EXHIBIT 10.22 [MP3.COM LETTERHEAD] SPONSORSHIP AGREEMENT This Sponsorship Agreement ("Agreement") is made and entered into on February 17, 1999 ("Effective Date"), by and between Tickets.com, Inc., a Delaware corporation, located at 4061 Glencoe Ave.,...Sponsorship Agreement • May 24th, 1999 • Mp3 Com Inc • Phonograph records & prerecorded audio tapes & disks • California
1 EXHIBIT 10.10 CREDIT AGREEMENT This Credit Agreement ("Agreement") is made and entered into on February 11, 1999, by and between MP3.COM, INC., a Delaware corporation ("Borrower"), and Imperial Bank, a California banking corporation ("Bank")....Credit Agreement • May 14th, 1999 • Mp3 Com Inc • California
SECTION I STANDARD PROGRAMSubmission Agreement • March 2nd, 2001 • Mp3 Com Inc • Phonograph records & prerecorded audio tapes & disks • California
1 EXHIBIT 10.15 CONSULTING AGREEMENT This Consulting Agreement ("Agreement") is made and entered into as of this 19th day of April, 1999, by and between MP3.COM, INC. ("Company") and ATLAS/THIRD RAIL MANAGEMENT, INC. ("Consultant"). 1. Services....Consulting Agreement • May 14th, 1999 • Mp3 Com Inc
SECTION I STANDARD PROGRAMMp3.com Submission Agreement • August 2nd, 2001 • Mp3 Com Inc • Phonograph records & prerecorded audio tapes & disks • California
EXHIBIT 10.19 MEMORANDUM OF AGREEMENT DATED MAY 12, 1999 BETWEEN MP3.COM, INC. ("MP3") AND BOUTIT, INC., DBA NO LIMIT RECORDS, INC., A CALIFORNIA CORPORATION ("NO LIMIT") For good and valuable consideration, No Limit and MP3 agree as follows: 1. The...Memorandum of Agreement • May 24th, 1999 • Mp3 Com Inc • Phonograph records & prerecorded audio tapes & disks • California
MP3.COM, INC. P.O. Box 910091 San Diego, CA 92191Employment Agreement • May 14th, 1999 • Mp3 Com Inc
1 EXHIBIT 10.14 MP3.COM MUSIC SUBMISSION AGREEMENT 2 This agreement describes the legal relationship between you (an individual artist, or, in the case where you are involved with a band, an individual acting as the legal representative of your band)...Music Submission Agreement • May 14th, 1999 • Mp3 Com Inc • California
MP3.COM, INC.Employment Agreement • May 14th, 1999 • Mp3 Com Inc
RECITALSManufacturing and Fulfillment Services Agreement • March 30th, 2000 • Mp3 Com Inc • Phonograph records & prerecorded audio tapes & disks • California
MP3.COM, INC. 4790 EASTGATE MALL SAN DIEGO, CA 92121Consulting Agreement • April 24th, 2000 • Mp3 Com Inc • Phonograph records & prerecorded audio tapes & disks • California
1 Exhibit 10.18 STOCK PLEDGE AGREEMENT 1. As collateral security for the payment of that certain $260,000 promissory note issued this date to MP3.COM, INC. ("Pledgee") by the undersigned (hereinafter called "indebtedness"), the undersigned hereby...Stock Pledge Agreement • May 24th, 1999 • Mp3 Com Inc • Phonograph records & prerecorded audio tapes & disks
TEXT OMITTED AND FILED SEPARATELY CONFIDENTIAL TREATMENT REQUESTED UNDER 17 C.F.R. SECTIONS 200.80(b)(4), 200.83 AND 240.24b-2 MARKETING AND PROMOTION AGREEMENT This Marketing and Promotion Agreement (the "Agreement") is entered into as of December...Marketing and Promotion Agreement • March 30th, 2000 • Mp3 Com Inc • Phonograph records & prerecorded audio tapes & disks • California
