FORM OF DIGITAL MUSIC GROUP, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • September 29th, 2005 • Digital Music Group, Inc. • Delaware
This Indemnification Agreement (“Agreement”) is made as of September , 2005, by and between Digital Music Group, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
OFFICE LEASE AGREEMENTOffice Lease Agreement • May 15th, 2006 • Digital Music Group, Inc. • Patent owners & lessors • California
THIS OFFICE LEASE AGREEMENT (the “Lease”) is made and entered into as of the 20 day of March, 2006, by and between CA-GATEWAY OAKS LIMITED PARTNERSHIP, a Delaware limited partnership (“Landlord”) and DIGITAL MUSIC GROUP, INC., a Delaware corporation (“Tenant”). The following exhibits and attachments are incorporated into and made a part of the Lease: Exhibit A (Outline and Location of Premises), Exhibit B (Expenses and Taxes), Exhibit C (Work Letter), Exhibit D (Commencement Letter), Exhibit E (Building Rules and Regulations), Exhibit F (Additional Provisions) and Schedule F-1 (Offering Space) attached thereto, and Exhibit G (Parking Agreement).
AMENDED & RESTATED DIGITAL MUSIC DOWNLOAD SALES AGREEMENTDigital Music Download Sales Agreement • March 31st, 2008 • Orchard Enterprises, Inc. • Patent owners & lessors • California
*** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted provisions.
TIERED PRICING AMENDMENT TO DIGITAL MUSIC AND/OR VIDEO DOWNLOAD SALES AGREEMENTSDigital Music and/or Video Download Sales Agreements • September 25th, 2009 • Orchard Enterprises, Inc. • Patent owners & lessors
EMPLOYMENT AGREEMENTEmployment Agreement • May 14th, 2007 • Digital Music Group, Inc. • Patent owners & lessors • California
This Employment Agreement (the “Agreement”) is entered into as of September 13, 2005, and shall become effective on the closing of the Merger (as defined below) (the “Effective Date”), between Digital Music Group, Inc., a Delaware corporation with its principal offices located at 1545 River Park Drive, Suite 210 Sacramento, CA 95815 (the “Company”), and Anders Brown, a resident of Washington (the “Executive”).
EXECUTIVE’S RESTRICTED STOCK PURCHASE AGREEMENTRestricted Stock Purchase Agreement • September 29th, 2005 • Digital Music Group, Inc. • California
This Executive’s Restricted Stock Purchase Agreement (the “Agreement”) is made as of August 26, 2005, by and between Online Music Corporation, a Delaware corporation (the “Company”), and Peter Koulouris (the “Purchaser”).
DIGITAL MUSIC DOWNLOAD SALES AGREEMENTDigital Music Download Sales Agreement • September 29th, 2005 • Digital Music Group, Inc. • California
This Agreement is by and between APPLE and COMPANY, as identified in the Cover Sheet attached hereto and is entered into as of the date this Agreement is signed by both APPLE and COMPANY (the “Effective Date”).
NON-COMPETITION AND NON-SOLICITATION AGREEMENTNon-Competition and Non-Solicitation Agreement • September 29th, 2005 • Digital Music Group, Inc. • California
THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is made and entered into as of September 12, 2005 by and among Digital Music Group, Inc., a Delaware corporation (“DMG”), and the undersigned shareholder (“Shareholder”) of Digital Musicworks International, Inc., a California corporation (the “Company”). The Closing Date (as defined in the Merger Agreement (as defined below)) shall be the “Effective Date” of this Agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • September 29th, 2005 • Digital Music Group, Inc. • California
This Employment Agreement (the “Agreement”) is entered into as of September 26, 2005, and shall become effective upon the closing of the Merger (as defined below) so long as Executive is an employee of the Company at such time (the “Effective Date”), between Digital Music Group, Inc., a Delaware corporation with its principal offices located at 1545 River Park Drive, Suite 210, Sacramento, CA 95815 (the “Company”), and Cliff Haigler, a resident of Massachusetts (the “Executive”).
FOUNDER’S RESTRICTED STOCK PURCHASE AGREEMENTFounder’s Restricted Stock Purchase Agreement • September 29th, 2005 • Digital Music Group, Inc. • California
This Founder’s Restricted Stock Purchase Agreement (the “Agreement”) is made as of March 21, 2004, by and between Digital Musicworks International, Inc., a California corporation (the “Company”), and Peter Koulouris, the (“Purchaser”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 31st, 2008 • Orchard Enterprises, Inc. • Patent owners & lessors • New York
This Employment Agreement (this “Agreement”) is entered into on February 28, 2008 (the “Effective Date”), between The Orchard Enterprises, Inc. (formerly known as Digital Music Group, Inc.), a Delaware corporation (“The Orchard”), and Daniel Alan Pifer, a resident of New York (the “Executive”). This Agreement is intended to supersede the Employment Agreement between Executive and Digital Music Group, Inc. dated as of December 10, 2007.
SERVICES AGREEMENTServices Agreement • September 28th, 2007 • Digital Music Group, Inc. • Patent owners & lessors • Texas
This Services Agreement (the “Agreement”) is entered into as of September 25, 2007 (the “Effective Date”), between Digital Music Group, Inc., a Delaware corporation (“DMGI”), and Richard Rees, a resident of Texas (the “Executive”).
DISTRIBUTION AGREEMENTDistribution Agreement • January 31st, 2006 • Digital Music Group, Inc. • Patent owners & lessors • England
THIS AGREEMENT is made the 29th day of September 2005 BETWEEN LICENSEMUSIC.COM ApS of Gammel Strand 42, P.O. Box 1142, DK-1010 Copenhagen K, Denmark (hereinafter referred to as “LM.COM” which expression shall include its successors and permitted assignees) of the one part and Digital Musicworks International Inc of 1545 River Park Drive, Suite 210 Sacramento, CA 95219 USA (hereinafter referred to as “DMI”) which expression shall also include its successors and permitted assignees of the other part
NON-COMPETITION AND NON-SOLICITATION AGREEMENTNon-Competition and Non-Solicitation Agreement • November 14th, 2006 • Digital Music Group, Inc. • Patent owners & lessors • California
THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is made and entered into as of September 8, 2006 by and among Digital Music Group, Inc., a Delaware corporation (“DMG”), and the undersigned member (“Member”) of Digital Rights Agency LLC, a California limited liability company (the “Company”). The Closing Date (as defined in the Merger Agreement (as defined below)) shall be the “Effective Date” of this Agreement.
DIGITAL MUSIC GROUP, INC. DIGITAL DISTRIBUTION AGREEMENTDigital Distribution Agreement • November 14th, 2006 • Digital Music Group, Inc. • Patent owners & lessors • California
Digital Music Group, Inc., a Delaware corporation with a place of business at 2151 River Plaza Drive, Suite 200, Sacramento, CA 95833 (“DMG”), and TufAmerica, Inc., a New York corporation. (d/b/a Tuff City and Night Train Music Group) with a place of business at 250 West 49th Street, Suite 705 New York, NY 10019 (“TufAmerica”) agree and enter into this Digital Distribution Agreement (“Agreement”) as of September 12, 2006 (“Effective Date”).
DIGITAL RIGHTS PURCHASE AGREEMENTDigital Rights Purchase Agreement • January 19th, 2006 • Digital Music Group, Inc. • Patent owners & lessors • California
THIS DIGITAL RIGHTS PURCHASE AGREEMENT (hereinafter, “Agreement”) shall constitute and set forth the terms and conditions by which PRIME ENTERTAINMENT GROUP, INC. (hereinafter, “SELLER”) agrees to sell, and DIGITAL MUSICWORKS INTERNATIONAL, INC., (hereinafter, “BUYER”) agrees to buy, the exclusive Digital Rights (hereinafter, “Digital Rights”) to the Master Recordings (hereinafter, “Masters”) owned by SELLER and generally referred to as the PRIME and RCA Masters (hereinafter, individually as “Catalog” or collectively as “Catalogs”), on the following terms and conditions:
AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG DIGITAL MUSIC GROUP, INC. AND DIGITAL MUSICWORKS INTERNATIONAL, INC. Dated as of September 12, 2005Merger Agreement • December 9th, 2005 • Digital Music Group, Inc. • Patent owners & lessors • Delaware
THIS AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”) is made and entered into as of September 12, 2005 by and among Digital Music Group, Inc., a Delaware corporation (“Acquiror”) and Digital Musicworks International, Inc., a California corporation (the “Company”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 14th, 2007 • Digital Music Group, Inc. • Patent owners & lessors • California
This Employment Agreement (the “Agreement”) is entered into as of March 22, 2006 (the “Effective Date”), between Digital Music Group, Inc., a Delaware corporation (“DMGI”), and Karen B. Davis, a resident of California (the “Executive”).
DIGITAL MUSIC DOWNLOAD SALES AGREEMENTDigital Music Download Sales Agreement • March 30th, 2007 • Digital Music Group, Inc. • Patent owners & lessors • England
This Agreement is by and between “ITUNES” and “COMPANY”, as each is identified on the attached Cover Sheet, and is entered into as of the Effective Date (as defined herein).
AMENDED & RESTATED DIGITAL MUSIC DOWNLOAD SALES AGREEMENTDigital Music Download Sales Agreement • March 31st, 2008 • Orchard Enterprises, Inc. • Patent owners & lessors • England
*** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted provisions.
TIERED PRICING AMENDMENT TO DIGITAL MUSIC AND/OR VIDEO DOWNLOAD SALES AGREEMENTSDigital Music and/or Video Download Sales Agreements • September 25th, 2009 • Orchard Enterprises, Inc. • Patent owners & lessors
Notwithstanding anything to the contrary herein (including any album tier designation pursuant hereto), the wholesale price for any multi-track album shall not exceed [xxxxxx].
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • March 18th, 2010 • Orchard Enterprises, Inc. • Patent owners & lessors • Delaware
THIS AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”), is dated as of March 16, 2010, among The Orchard Enterprises, Inc., a Delaware corporation (the “Company”), Dimensional Associates, LLC, a New York limited liability company (“Dimensional”), and Orchard Merger Sub, Inc., a Delaware corporation (“Merger Sub”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 31st, 2008 • Orchard Enterprises, Inc. • Patent owners & lessors • New York
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of the first day of February, 2007 (the “Effective Date”) by and between Stanley H. Schneider, a resident of New York, New York (the “Executive”), and The Orchard Enterprises, Inc., a New York corporation (the “Company”).
DIGITAL MUSICWORKS INTERNATIONAL, INC. SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT SEPTEMBER 8, 2005Stockholders Agreement • September 29th, 2005 • Digital Music Group, Inc. • California
This Amended and Restated Stockholders Agreement (the “Agreement”) is made as of September 8, 2005 by and among Digital Musicworks International, Inc., a California corporation (the “Company”), Mitch Koulouris and Peter Koulouris (together, the “Founders”), the holders of the Company’s Series A Preferred Stock listed on Exhibit A hereto (the “Existing Holders”), and the purchasers of the Company’s Series B Preferred Stock (the “Purchasers”). Additional persons may be added as parties to this Agreement as contemplated herein and each such addition will be evidenced by such person’s execution of a signature page hereto.
Portal AgreementPortal Agreement • September 29th, 2005 • Digital Music Group, Inc. • New York
This Agreement made this 9 day of SEPT, 2004 describes the legal relationship between Green Linnet Records, Inc. (Hereinafter referred to as Label) and Rio Bravo Entertainment, LLC. d/b/a Psychobaby (collectively with our licensees and assignees referred to in this Agreement as “Psychobaby)
THE ORCHARD ENTERPRISES, INC. RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • August 14th, 2009 • Orchard Enterprises, Inc. • Patent owners & lessors • New York
This Restricted Stock Award Agreement (this “Agreement”) is made as of [DATE], by and between The Orchard Enterprises, Inc., a Delaware corporation (the “Company”), and [NAME] (“Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 14th, 2006 • Digital Music Group, Inc. • Patent owners & lessors • California
This Employment Agreement (the “Agreement”) is entered into as of September 8, 2006 (the “Effective Date”), between Digital Music Group, Inc., a Delaware corporation (“DMGI”), and Tuhin Roy, a resident of California (the “Executive”).
THE HAMM’S BUILDING OFFICE LEASE 1550 BRYANT STREET SAN FRANCISCO, CALIFORNIA HAMMS BUILDING ASSOCIATES —Landlord— DIGITAL RIGHTS AGENCY —Tenant—Office Lease • November 14th, 2006 • Digital Music Group, Inc. • Patent owners & lessors • California
This Lease (“Lease”) is entered into between HAMMS BUILDING ASSOCIATES, a California Limited Partnership (“Landlord”), and DIGITAL RIGHTS AGENCY, a California limited liability company (“Tenant”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • November 16th, 2007 • Digital Music Group, Inc. • Patent owners & lessors • New York
This Amended and Restated Employment Agreement (this “Agreement”) is entered into as of October 5, 2007 between Digital Music Group, Inc., a Delaware corporation (“DMGI”), and Greg Scholl, a resident of New York (the “Executive”), but this Agreement shall only became effective, and is contingent upon, the consummation of the merger (the “Merger”) contemplated by that certain Agreement and Plan of Merger, dated the date hereof, among Orchard Enterprises, Inc., a New York corporation (“Orchard”), DMGI and DMGI New York Inc., a wholly-owned subsidiary of DMGI (the “Effective Date”).
DEAL MEMORANDUMDeal Memorandum • September 29th, 2005 • Digital Music Group, Inc.
THIS MEMORANDUM DATED February 7, 2005 (“Effective Date”) and stating the terms and conditions to which the undersigned have agreed by their mutual assent, shall constitute and set forth the basic terms by which CARINCO AG (hereinafter, “CARINCO”) agrees to purchase the exclusive Digital Download Rights (hereinafter, “Rights”) in and to the Master Recordings (hereinafter, “Masters”) for the distribution and sale in the Territory, and DIGITAL MUSICWORKS INTERNATIONAL, INC., (hereinafter, “DMI”) agrees to acquire by such license the collection of Masters owned by CARINCO and generally referred to as Catalog, on the following terms and conditions:
ASSET PURCHASE AGREEMENT BY AND BETWEEN DIGITAL MUSIC GROUP, INC. RIO BRAVO ENTERTAINMENT, LLC DOING BUSINESS AS PSYCHOBABY, RICHARD REES AND MARC KORDELOS SEPTEMBER 22, 2005Asset Purchase Agreement • September 29th, 2005 • Digital Music Group, Inc. • Delaware
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is entered into as of September 22, 2005, by and between Digital Music Group, Inc., a Delaware corporation (“Buyer”), and Rio Bravo Entertainment, LLC, doing business as Psychobaby, a Delaware limited liability Seller (the “Seller”), and Richard Rees and Marc Kordelos (the “Selling Members”). Each of Buyer, the Seller and the Selling Members may be referred to hereinafter as a “Party” and collectively, as the “Parties.” Certain capitalized terms shall have the meanings given to them in ARTICLE I.
AGREEMENT AND PLAN OF MERGER by and among DIGITAL MUSIC GROUP, INC. DMGI NEW YORK, INC. and THE ORCHARD ENTERPRISES INC. DATED AS OF JULY 10, 2007Merger Agreement • July 16th, 2007 • Digital Music Group, Inc. • Patent owners & lessors • New York
If any provision of this Release is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Release will remain in full force and effect. Any provision of this Release held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.
AGREEMENT AND PLAN OF MERGER among THE ORCHARD ENTERPRISES, INC., DIMENSIONAL ASSOCIATES, LLC and ORCHARD MERGER SUB, INC. Dated as of March 15, 2010Merger Agreement • March 16th, 2010 • Orchard Enterprises, Inc. • Patent owners & lessors • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”), is dated as of March 15, 2010, among The Orchard Enterprises, Inc., a Delaware corporation (the “Company”), Dimensional Associates, LLC, a New York limited liability company (“Dimensional”), and Orchard Merger Sub, Inc., a Delaware corporation (“Merger Sub”).
AMENDED & RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • June 10th, 2008 • Orchard Enterprises, Inc. • Patent owners & lessors • New York
This Amended and Restated Employment Agreement (this “Agreement”) is entered into as of June 9, 2008 between The Orchard Enterprises, Inc., a Delaware corporation (“The Orchard”), and Nathan Fong, a resident of 208 Melbourne Road, Great Neck, New York 11021 (the “Executive”), and amends and restates the prior Employment Agreement between the parties dated as of February 20, 2008 (the “Effective Date”). Recitals
ContractEmployment Agreement • February 22nd, 2010 • Orchard Enterprises, Inc. • Patent owners & lessors
