Shareholder, enforceable against the Shareholder in accordance with its terms. The execution and delivery by the Shareholder of this Agreement do not, and the consummation of the transactions contemplated hereby and compliance with the terms hereof...Shareholder Agreement • July 15th, 1999 • Cdnow Inc/Pa • Retail-record & prerecorded tape stores • New York
force and effect upon the earliest to occur of (A) the Effective Time, (B) 90 days after the Termination Fee is paid pursuant to the Merger Agreement and (C) the termination of the Merger Agreement in accordance with its terms prior to the occurrence...Stock Option Agreement • July 15th, 1999 • Cdnow Inc/Pa • Retail-record & prerecorded tape stores • New York
EXHIBIT 10.8 REGISTRATION RIGHTS AGREEMENT dated as of [ ], among DELAWARE HOLDCO CORPORATION, a Delaware corporation (the "Issuer"), and the Holders (as defined herein). WHEREAS the parties hereto are parties to an Agreement of Merger and...Registration Rights Agreement • July 15th, 1999 • Cdnow Inc/Pa • Retail-record & prerecorded tape stores • New York
EXHIBIT G (TO MERGER AGREEMENT) GOVERNANCE AGREEMENTGovernance Agreement • July 15th, 1999 • Cdnow Inc/Pa • Retail-record & prerecorded tape stores • Delaware
between CDnow, Inc. as Borrower, and SONY MUSIC ENTERTAINMENT INC. TIME WARNER INC. as LendersConvertible Loan Agreement • July 15th, 1999 • Cdnow Inc/Pa • Retail-record & prerecorded tape stores • New York
AGREEMENT OF MERGER AND CONTRIBUTIONMerger Agreement • July 15th, 1999 • Cdnow Inc/Pa • Retail-record & prerecorded tape stores • New York
MASTER CANADIAN TRANSACTION AGREEMENT MEMORANDUM OF AGREEMENT made as of the 12th day of July, 1999 B E T W E E N: WARNER MUSIC CANADA LTD. a corporation incorporated under the laws of Ontario (hereinafter referred to as "Time Warner Canada")Master Canadian Transaction Agreement • July 15th, 1999 • Cdnow Inc/Pa • Retail-record & prerecorded tape stores • Ontario
