Exhibit: 2.1 EXECUTION COPY TERMINATION AGREEMENT dated as of March 13, 2000, among TIME WARNER INC., a Delaware corporation ("Time Warner"), SONY CORPORATION OF AMERICA, a New York corporation ("Sony"), CDNOW, INC., a Pennsylvania corporation...Termination Agreement • March 14th, 2000 • Cdnow Inc/Pa • Retail-record & prerecorded tape stores • New York
Shareholder, enforceable against the Shareholder in accordance with its terms. The execution and delivery by the Shareholder of this Agreement do not, and the consummation of the transactions contemplated hereby and compliance with the terms hereof...Shareholder Agreement • July 15th, 1999 • Cdnow Inc/Pa • Retail-record & prerecorded tape stores • New York
EXHIBIT 10.28 WARRANT AGREEMENT This WARRANT AGREEMENT dated as of June 23, 1998 (the "Agreement"), is between N2K INC., a Delaware corporation (the "Issuer") and DISNEY ONLINE, a California corporation ("Disney"). R E C I T A L S: - - - - - - - -...Warrant Agreement • February 16th, 1999 • Cdnow N2k Inc • Delaware
BETWEEN -------Lease Agreement • February 16th, 1999 • Cdnow N2k Inc
force and effect upon the earliest to occur of (A) the Effective Time, (B) 90 days after the Termination Fee is paid pursuant to the Merger Agreement and (C) the termination of the Merger Agreement in accordance with its terms prior to the occurrence...Stock Option Agreement • July 15th, 1999 • Cdnow Inc/Pa • Retail-record & prerecorded tape stores • New York
EXHIBIT 10.8 OFFICE LEASEOffice Lease • February 16th, 1999 • Cdnow N2k Inc • Pennsylvania
2.2. POWER. In furtherance of the foregoing purpose, the L.L.C. has the ----- power and authority, expressly subject to the terms of this Agreement, to: (a) Acquire, by purchase, lease or otherwise, personal property or any interest therein, exclusive...Partnership Agreement • February 16th, 1999 • Cdnow N2k Inc • New York
BACKGROUNDEmployment Agreement • July 26th, 2000 • Cdnow Inc/Pa • Retail-record & prerecorded tape stores • Pennsylvania
EXHIBIT 10.8 REGISTRATION RIGHTS AGREEMENT dated as of [ ], among DELAWARE HOLDCO CORPORATION, a Delaware corporation (the "Issuer"), and the Holders (as defined herein). WHEREAS the parties hereto are parties to an Agreement of Merger and...Registration Rights Agreement • July 15th, 1999 • Cdnow Inc/Pa • Retail-record & prerecorded tape stores • New York
LICENSE AGREEMENT (referred to herein as the "Agreement" or "License Agreement") made as of the 1st day of August, 1998, between 55 Broad Street Company, a New York partnership having an office at 345 Park Avenue, New York, New York, as Licensor...License Agreement • February 16th, 1999 • Cdnow N2k Inc • New York
EXHIBIT G (TO MERGER AGREEMENT) GOVERNANCE AGREEMENTGovernance Agreement • July 15th, 1999 • Cdnow Inc/Pa • Retail-record & prerecorded tape stores • Delaware
Press Release (See Exhibit: 99.1) Exhibit: 10.1 AMENDMENT dated as of March 13, 2000 (this "Amendment"), to the Convertible Loan Agreement dated as of July 12, 1999 (the "Convertible Loan Agreement"), among CDNOW, INC., a Pennsylvania corporation (the...Convertible Loan Agreement • March 14th, 2000 • Cdnow Inc/Pa • Retail-record & prerecorded tape stores • New York
21 Exhibit: 10.2 CONSENT dated as of March 13, 2000 (this "Consent"), in respect of the Guarantee and Collateral Agreement (the "Security Agreement") dated as of January 21, 2000, made by CDnow, Inc. (the "Borrower") and the other parties identified...Consent • March 14th, 2000 • Cdnow Inc/Pa • Retail-record & prerecorded tape stores • New York
OFFICE SPACE LEASE FOR 485 DELAWARE AVENUE, FORT WASHINGTON, PENNSYLVANIAOffice Space Lease • February 16th, 1999 • Cdnow N2k Inc • Pennsylvania
EXHIBIT 10.27 FORM OF EMPLOYMENT AGREEMENTEmployment Agreement • February 16th, 1999 • Cdnow N2k Inc • Pennsylvania
EXHIBIT 10.26 FORM OF EMPLOYMENT AGREEMENT This AGREEMENT is made effective as of ________________, 1999 by and between CDnow/N2K, Inc. (the "Company"), a corporation organized under the laws of Pennsylvania, and Jason Olim (the "Executive"). WHEREAS,...Employment Agreement • February 16th, 1999 • Cdnow N2k Inc • Pennsylvania
BACKGROUNDOrder Fulfillment Agreement • February 16th, 1999 • Cdnow N2k Inc
AGREEMENT OF MERGER AND CONTRIBUTIONMerger Agreement • July 15th, 1999 • Cdnow Inc/Pa • Retail-record & prerecorded tape stores • New York
MASTER CANADIAN TRANSACTION AGREEMENT MEMORANDUM OF AGREEMENT made as of the 12th day of July, 1999 B E T W E E N: WARNER MUSIC CANADA LTD. a corporation incorporated under the laws of Ontario (hereinafter referred to as "Time Warner Canada")Master Canadian Transaction Agreement • July 15th, 1999 • Cdnow Inc/Pa • Retail-record & prerecorded tape stores • Ontario
1) Under date of September 7, 1995, Owner and N2K Inc., a New York corporation, Tenant's predecessor in interest, entered into a lease affecting portions of the tenth (10th) and eleventh (11th) floors in the building --------------------------------...Space Agreement • February 16th, 1999 • Cdnow N2k Inc
Exhibit 10.10 AMENDMENT NO. 1 TO OFFICE SPACE LEASE ------------------------------------- THIS AMENDMENT NO. 1 ("Amendment No. 1") to the Lease (as defined below) is made the 12 day of October, 1998 is by and between 485 DELAWARE AVENUE ASSOCIATES,...Office Space Lease • February 16th, 1999 • Cdnow N2k Inc
1) Under date of September 7, 1995, Owner and N2K Inc., a New York corporation, Tenant's predecessor in interest, entered into a lease affecting portions of the tenth (10th) and eleventh (11th) floors in the building --------------------------------...Seventh Additional Space Agreement • February 16th, 1999 • Cdnow N2k Inc
1) Under date of September 7, 1995, Owner and N2K Inc., a New York corporation, Tenant's predecessor in interest, entered into a lease affecting portions of the tenth (10th) and eleventh (11th) floors in the building ------------ -------------------...Additional Space Agreement • February 16th, 1999 • Cdnow N2k Inc
EXHIBIT 8.1 February 16, 1999 CDnow, Inc. 1005 Virginia Drive Ft. Washington, Pennsylvania 19034 Ladies and Gentlemen: Pursuant to an Agreement and Plan of Merger dated as of October 22, 1998 as amended as of January 29, 1999 (the "Merger Agreement")...Merger Agreement • February 16th, 1999 • Cdnow N2k Inc
Pursuant to an Agreement and Plan of Merger dated as of October 22, 1998 as amended as of January 29, 1999 (the "Merger Agreement") among N2K, a Delaware corporation ("N2K"), CDnow, Inc., a Pennsylvania corporation ("CDnow") and Exit 8 Holding Company, a Pennsylvania corporation ("CDnow/N2K"), CDnow Acquisition Corp., a wholly owned subsidiary of CDnow/N2K will merge with and into CDnow (the "CDnow Merger") and N2K Acquisition Corp., a separate wholly owned subsidiary of CDnow/N2K will merge with and into N2K (the "N2K Merger" and together with the N2K Merger the "Mergers").
