RECITALSEmployment Agreement • September 26th, 1997 • N2k Inc • Retail-catalog & mail-order houses • New York
Exhibit 10.2 STOCK OPTION AGREEMENT (N2K) STOCK OPTION AGREEMENT, dated as of October 22, 1998 (the "Agreement"), between N2K Inc., a Delaware corporation (the "Grantee"), and CDnow, Inc., a Pennsylvania corporation (the "Grantor"). WHEREAS, the...Stock Option Agreement • October 29th, 1998 • N2k Inc • Retail-catalog & mail-order houses • Delaware
WITNESSETHIndemnification Agreement • August 7th, 1997 • N2k Inc • Retail-catalog & mail-order houses • Delaware
2 3 the Merger Agreement or the transactions contemplated therein;Indemnification Agreement • August 7th, 1997 • N2k Inc • Retail-catalog & mail-order houses • New York
2 3 (e) AUTHORIZATION. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement. All corporate action on the part of the Company and its officers, directors and shareholders necessary for the...Stock Purchase Agreement • August 7th, 1997 • N2k Inc • Retail-catalog & mail-order houses • Pennsylvania
N2K INC. COMMON STOCKUnderwriting Agreement • October 10th, 1997 • N2k Inc • Retail-catalog & mail-order houses • New York
1 EXHIBIT 4.13 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT, dated as of February 13, 1996, among N2K INC., a Pennsylvania corporation formerly known as Telebase Systems, Inc. (the "Company"), and ROBERT DAVID GRUSIN, LAWRENCE L. ROSEN,...Registration Rights Agreement • August 7th, 1997 • N2k Inc • Retail-catalog & mail-order houses • New York
BACKGROUNDEmployment Agreement • August 7th, 1997 • N2k Inc • Retail-catalog & mail-order houses • Pennsylvania
2 3 2. Decisions by Telebase Group. For all purposes of this Agreement, the Telebase Group shall act either (a) by unanimous consent in writing without a meeting, or (b) by affirmative vote of the majority in interest of the entire Group taken at a...Stockholders' Agreement • August 7th, 1997 • N2k Inc • Retail-catalog & mail-order houses • Pennsylvania
Exhibit 10.1 STOCK OPTION AGREEMENT (CDNOW) STOCK OPTION AGREEMENT, dated as of October 22, 1998 (the "Agreement"), between CDnow, Inc., a Pennsylvania corporation (the "Grantee"), and N2K Inc., a Delaware corporation (the "Grantor"). WHEREAS, the...Stock Option Agreement • October 29th, 1998 • N2k Inc • Retail-catalog & mail-order houses • Delaware
1 Exhibit 4.10 STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (this "Agreement") is entered into as of the _____ day of May, 1996, by and among N2K Inc., a Pennsylvania corporation with its principal place of business at 55 Broad Street, New...Stock Purchase Agreement • August 7th, 1997 • N2k Inc • Retail-catalog & mail-order houses • New York
i 3 EMPLOYMENT AGREEMENTEmployment Agreement • August 7th, 1997 • N2k Inc • Retail-catalog & mail-order houses • New York
N2K INC.Employment Agreement • August 7th, 1997 • N2k Inc • Retail-catalog & mail-order houses • New York
LETTER OF INTENTLetter of Intent • September 26th, 1997 • N2k Inc • Retail-catalog & mail-order houses
BACKGROUNDStock Purchase Agreement • August 7th, 1997 • N2k Inc • Retail-catalog & mail-order houses • Pennsylvania
3,125,722 SHARES N2K INC. COMMON STOCK UNDERWRITING AGREEMENTUnderwriting Agreement • April 9th, 1998 • N2k Inc • Retail-catalog & mail-order houses • New York
2 3 of the shares specified therein and, in the event that any Warrant is exercised in respect of less than all of the shares specified therein at any time prior to the date of expiration of the Warrants, a new Warrant or Warrants of like tenor shall...Warrant Agreement • August 7th, 1997 • N2k Inc • Retail-catalog & mail-order houses • Pennsylvania
2 3 authorized, of which 500,000 shares shall have been designated "Series A Preferred Stock" (having such other designations, preferences and relative, participating, optional or other rights and qualifications, limitations and restrictions set forth...Note Purchase Agreement • August 7th, 1997 • N2k Inc • Retail-catalog & mail-order houses • Pennsylvania
RECITALSSponsorship Agreement • October 16th, 1997 • N2k Inc • Retail-catalog & mail-order houses • New York
N2K LOGO]Letter of Agreement • August 7th, 1997 • N2k Inc • Retail-catalog & mail-order houses
CONFIDENTIAL INTERACTIVE MARKETING AGREEMENTInteractive Marketing Agreement • October 16th, 1997 • N2k Inc • Retail-catalog & mail-order houses • Virginia
INTRODUCTIONInteractive Services Agreement • March 26th, 1998 • N2k Inc • Retail-catalog & mail-order houses
1 Exhibit 4.1 N2K INC.Common Stock Subscription Agreement • November 26th, 1997 • N2k Inc • Retail-catalog & mail-order houses • New York
AMONG N2K INC., CDNOW, INC. ANDMerger Agreement • October 29th, 1998 • N2k Inc • Retail-catalog & mail-order houses • Delaware
BETWEENLease Agreement • August 7th, 1997 • N2k Inc • Retail-catalog & mail-order houses • New York
SCHEDULE A TO SHAREHOLDER SUPPORT AGREEMENT (CDNOW)Shareholder Support Agreement • October 29th, 1998 • N2k Inc • Retail-catalog & mail-order houses • Delaware
BACKGROUNDStock Purchase Agreement • August 7th, 1997 • N2k Inc • Retail-catalog & mail-order houses
SENIOR NOTESenior Note • September 26th, 1997 • N2k Inc • Retail-catalog & mail-order houses • New York
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be signed by their respective duly authorized officers as of the date first written above. /s/ Lawrence L. Rosen _________________________ LAWRENCE L. ROSEN /s/ Jonathan V....Stockholder Support Agreement • October 29th, 1998 • N2k Inc • Retail-catalog & mail-order houses • Delaware
1 Exhibit 10.18 Portions of this Exhibit have been omitted pursuant to a request for confidential treatment. The omitted portions, marked by [****], have been separately filed with the Commission. WEB SITE DEVELOPMENT AGREEMENT Agreement made as of...Web Site Development Agreement • August 7th, 1997 • N2k Inc • Retail-catalog & mail-order houses • New York
1 Exhibit 10.20 Portions of this Exhibit have been omitted pursuant to a request for confidential treatment. The omitted portions, marked by [****], have been separately filed with the Commission. N2K, Inc. Content and Services Agreement Effective As...Content and Services Agreement • August 7th, 1997 • N2k Inc • Retail-catalog & mail-order houses • California
RECITALSWeb Site Services Agreement • October 10th, 1997 • N2k Inc • Retail-catalog & mail-order houses
RECITALSTrademark License Agreement • October 16th, 1997 • N2k Inc • Retail-catalog & mail-order houses
October 22, 1997 Ladies and Gentlemen: N2K Inc., a Delaware corporation (the "Company"), proposes to issue and sell to American Online, Inc., a Delaware corporation ("AOL"), upon the terms set forth in a Common Stock Subscription Agreement of even...Common Stock Subscription Agreement • November 26th, 1997 • N2k Inc • Retail-catalog & mail-order houses • New York
1 2 (through "Streaming Audio" or equivalent technology) free to the public via its online service, (the "Retransmission"). WBGO agrees that it will not make the Programming Service available to any other Web site or on-line service. N2K agrees that...Web Site Development Agreement • August 7th, 1997 • N2k Inc • Retail-catalog & mail-order houses • New York
