0000898430-02-004475 Sample Contracts

ASSET PURCHASE AGREEMENT dated as of November 15, 2002 Between NAPSTER, INC., NAPSTER MUSIC COMPANY, INC., NAPSTER MOBILE COMPANY, INC. AND ROXIO, INC
Asset Purchase Agreement • December 12th, 2002 • Roxio Inc • Services-prepackaged software • California

ASSET PURCHASE AGREEMENT dated as of November 15, 2002 between Napster, Inc., a Delaware corporation (“Napster”), Napster Music Company, Inc., a Delaware corporation and a wholly-owned subsidiary of Napster (“Napster Music”), Napster Mobile Company, Inc., a Delaware corporation and a wholly-owned subsidiary of Napster (“Napster Mobile” and, together with Napster and Napster Music, the “Sellers”), and Roxio, Inc., a Delaware corporation (“Buyer”).

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WARRANT AGREEMENT
Warrant Agreement • December 12th, 2002 • Roxio Inc • Services-prepackaged software • California

THIS WARRANT AGREEMENT (this “Agreement”) dated as of the 27th day of November, 2002, by and between Roxio Inc., a Delaware Corporation (the “Company”), and NAPSTER, INC., a Delaware corporation (the “Warrantholder”).

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