EXHIBIT 4 CDNOW, INC. SHAREHOLDER AGREEMENT dated as of July 12, 1999, among TIME WARNER INC., a Delaware corporation ("Time Warner"), SONY CORPORATION OF AMERICA, a New York corporation ("Sony"), and the individuals and other parties listed on...Shareholder Agreement • July 22nd, 1999 • Time Warner Inc/ • Services-motion picture & video tape production • New York
JOINT FILING AGREEMENTJoint Filing Agreement • July 22nd, 1999 • Time Warner Inc/ • Services-motion picture & video tape production
Time Warner Inc., a Delaware corporation, Sony Corporation of America, a New York corporation, and Sony Corporation, a corporation organized under the laws of Japan, each hereby agrees, in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, that the Schedule 13D filed herewith, and any amendments thereto, relating to the shares of common stock, without par value, of CDnow, Inc., a Pennsylvania corporation, is, and will be, filed jointly on behalf of each such person.
EXHIBIT 7 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 Contribution...Registration Rights Agreement • July 22nd, 1999 • Time Warner Inc/ • Services-motion picture & video tape production • New York
EXHIBIT 5 GOVERNANCE AGREEMENTGovernance Agreement • July 22nd, 1999 • Time Warner Inc/ • Services-motion picture & video tape production • Delaware
EXHIBIT 2 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 22nd, 1999 • Time Warner Inc/ • Services-motion picture & video tape production • Ontario
EXHIBIT 1 AGREEMENT OF MERGER AND CONTRIBUTIONAgreement of Merger and Contribution • July 22nd, 1999 • Time Warner Inc/ • Services-motion picture & video tape production • New York
EXHIBIT 3 STOCK OPTION AGREEMENT dated as of July 12, 1999, among CDNOW, INC., a Pennsylvania corporation ("CDnow"),TIME WARNER INC., a Delaware corporation ("Time Warner"), and SONY CORPORATION OF AMERICA, a New York corporation ("Sony"). WHEREAS...Exhibit 3 • July 22nd, 1999 • Time Warner Inc/ • Services-motion picture & video tape production • New York
