Exhibit (a)(10)
[XXxxxx.xxx Letterhead]
April 30, 2001
VIA REGISTERED MAIL
-------------------
COMPANY
ADDRESS
CITY, STATE, ZIP
Attn: CONTACT PERSON
Re: Warrant to Purchase Common Stock
Dear Sir/Madam:
As you may know, EMusic has entered into an agreement to be acquired by
Universal Music Group, Inc. ("Universal"). As set forth in the agreement,
Universal intends to acquire EMusic by purchasing all of EMusic's outstanding
shares in a tender offer (the "Tender Offer") and subsequent merger at $0.57 per
share. On April 20, 2001, Universal commenced the Tender Offer. The Tender
Offer is currently scheduled to expire May 17, 2001. If the Tender Offer is
consummated, any shares not tendered to Universal will be converted into the
right to receive $0.57 per share pursuant to a merger transaction to be
completed after the consummation of the tender offer. Upon the closing of the
tender offer, we anticipate Universal will acquire more than 50% of the
outstanding securities of EMusic and will thereafter cause EMusic to merge with
its wholly-owned subsidiary, Universal Acquisition Corp.
Your warrant provides that upon the closing of a merger (such as the merger
transaction contemplated in our acquisition by Universal), your right to
purchase the securities subject to the warrant will automatically terminate.
Because the exercise price of your warrant is below the amount being offered in
the Tender Offer, we assume that you will want to exercise the warrant on a net
exercise basis prior to the closing of our acquisition by Universal. Under a
net exercise basis, we will pay you $0.10 per share covered by your warrant. The
net exercise price is calculated as the $0.57 Tender Offer price less the $0.47
exercise price of your warrant. If our assumption is correct, please sign and
return a copy of this letter and we will make the payment of the net exercise
amount promptly following the completion of the proposed merger. As such
closing may occur as early as May 18, 2001 we recommend that you promptly
respond.
If you have any questions, please do not hesitate to contact the Xxxx Xxxxx, our
stock administrator at 000-000-0000.
Very truly yours,
___________________________________
Xxxxx Xxxx
Chief Financial Officer
The undersigned elects to exercise its warrants on a net exercise basis pursuant
to the terms described above.
____________________________
[Print Name]
By__________________________
Date _______________________
