0000912057-01-523526 Sample Contracts

NONCOMPETITION AGREEMENT
Noncompetition Agreement • July 12th, 2001 • Launch Media Inc • Communications services, nec • California

THIS NONCOMPETITION AGREEMENT (this "Agreement") is entered into as of June 27, 2001, by and between Yahoo! Inc., a Delaware corporation ("Yahoo!") and David B. Goldberg ("Employee"), an employee of Launch Media, Inc. ("Launch").

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EMPLOYMENT AGREEMENT
Employment Agreement • July 12th, 2001 • Launch Media Inc • Communications services, nec • California

The following terms of employment are agreed to maintain David Goldberg ("Employee's") employment by Launch Media, Inc. (the "Company") following the acquisition of the Company by Yahoo! Inc. ("Parent") pursuant to the Agreement and Plan of Merger (the "Merger Agreement") entered into as of June 27, 2001 by and among Parent, Jewel Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Parent ("Sub"), and the Company. Capitalized terms not otherwise defined herein shall have the meanings given to them in the Merger Agreement.

INTELLECTUAL PROPERTY SECURITY AGREEMENT
Intellectual Property Security Agreement • July 12th, 2001 • Launch Media Inc • Communications services, nec • California

THIS INTELLECTUAL PROPERTY SECURITY AGREEMENT (hereinafter referred to as the "Agreement"), is dated as of May 25, 2001, by and between Launch Media, Inc., a Delaware corporation with a principal place of business located at 2700 Pennsylvania Avenue, Santa Monica, California 90404 (hereinafter referred to as the "Company"), and Yahoo! Inc., a Delaware corporation with a principal place of business located at 701 First Avenue, Sunnyvale, California 94089 (hereinafter referred to as the "Secured Party").

LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • July 12th, 2001 • Launch Media Inc • Communications services, nec • California

This Loan and Security Agreement is made as of May 25, 2001 (this "Agreement") by and between Launch Media, Inc., a Delaware corporation having its principal place of business at 2700 Pennsylvania Avenue, Santa Monica, California 90404 (the "Borrower") and Yahoo! Inc., a Delaware corporation, having its principal place of business at 701 First Avenue, Sunnyvale, California 94089 (the "Lender").

July 2, 2001 Robert Roback Launch Media, Inc. 2700 Pennsylvania Avenue Santa Monica, California 90404 Dear Robert:
Confidentiality Agreement • July 12th, 2001 • Launch Media Inc • Communications services, nec

Reference is made to the Confidentiality Agreement (the "Confidentiality Agreement") dated April 27, 2000 between Launch Media, Inc. ("Launch") and Yahoo! Inc. ("Yahoo!"). Capitalized terms not otherwise defined herein shall have the meanings given to them in the Confidentiality Agreement. By executing this letter, Launch and Yahoo hereby confirm that Information exchanged by the parties subsequent to the execution of the Agreement and Plan of Merger dated June 27, 2001 by and among Yahoo!, Jewel Acquisition Corporation and Launch is provided in the course of the evaluation of the Transaction, constitutes Provided Information and is subject to the terms and conditions of the Confidentiality Agreement.

Dated: April 27, 2000 CONFIDENTIALITY AGREEMENT
Confidentiality Agreement • July 12th, 2001 • Launch Media Inc • Communications services, nec • California
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • July 12th, 2001 • Launch Media Inc • Communications services, nec

This First Amendment to Loan and Security Agreement (this "First Amendment") is made by and between Launch Media, Inc., a Delaware corporation ("Borrower") and Yahoo! Inc., a Delaware corporation ("Lender") as of this 27 day of June 2001. All capitalized terms used herein shall have the meaning set forth in the Loan and Security Agreement (as defined below) unless otherwise stated.

June 21, 2001 Spencer A. McClung, Jr. 2700 Pennsylvania Avenue Santa Monica, CA 90404 Re: Amended Employment Agreement Dear Spencer:
Employment Agreement • July 12th, 2001 • Launch Media Inc • Communications services, nec

Pursuant to our recent discussions, this letter sets forth the terms of your continued employment with Launch Media, Inc. (the "Company") and replaces your Continued Employment Agreement with the Company dated July 7, 2000 ("Prior Agreement").

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