CONFIDENTIAL TREATMENT REQUESTED BY SPOTIFY TECHNOLOGY S.A. PURSUANT TO 17 CFR 200.83Digital Distribution Agreement • January 31st, 2018 • Spotify Technology S.A. • Radio broadcasting stations • New York
This letter agreement together with Exhibit A (the “Term Sheet”) and any other exhibits and schedules attached hereto, which are incorporated herein by reference, will constitute the entire agreement between SONY MUSIC ENTERTAINMENT, a Delaware general partnership (“Label”) and SPOTIFY AB, a Swedish corporation (“Company”) regarding, inter alia, the exploitation of audio and video recordings embodying the performances of various musical recording artists via Company’s online and mobile digital distribution service, as owned, controlled and operated by Company (the “Agreement”). Any terms used in this letter agreement but not defined herein will have the meanings ascribed to them in the exhibits hereto. Unless expressly provided to the contrary herein, the different parts of this Agreement shall have the following descending order of priority in the event of any conflicting provisions that cannot reasonably be interpreted so that such provisions are consistent with each other:
SUBSCRIPTION AGREEMENT by and among TENCENT MUSIC ENTERTAINMENT GROUP, TENCENT MUSIC ENTERTAINMENT HONG KONG LIMITED, SPOTIFY TECHNOLOGY S.A. and SPOTIFY AB DATED AS OF DECEMBER 8, 2017Subscription Agreement • January 31st, 2018 • Spotify Technology S.A. • Radio broadcasting stations • New York
This SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of December 8, 2017, by and among Tencent Music Entertainment Group, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“TME”), Tencent Music Entertainment Hong Kong Limited, a company incorporated under the laws of Hong Kong and a wholly-owned Subsidiary of TME (“TME Hong Kong” and, together with TME, the “TME Parties”), Spotify Technology S.A., a public limited company (société anonyme) incorporated under the laws of Luxembourg, having its registered office at 42-44 avenue de la Gare, L-1610 Luxembourg, and registered with the Luxembourg Trade and Companies Register under number B 123 052 (“Spotify”), and Spotify AB, a corporation incorporated under the laws of Sweden and a wholly-owned Subsidiary of Spotify (“Spotify AB” and, together with Spotify, the “Spotify Parties”). Each of the TME Parties and the Spotify Parties is sometimes referred to herein, individually, as a “Party” and,
EXCHANGE AGREEMENTExchange Agreement • January 31st, 2018 • Spotify Technology S.A. • Radio broadcasting stations • New York
This Exchange Agreement (this “Agreement”) is made and entered into as of December 8, 2017 by and among Spotify Technology S.A., a limited liability company (société anonyme) incorporated under the laws of Luxembourg (the “Company”), and the entities listed on the schedules “A” attached to this Agreement (collectively, “Schedule A”; the Schedule A pertaining to each individual Noteholder is referred to herein as the “applicable Schedule A”) (the “Noteholders”). The Company and the Noteholders are sometimes collectively referred to in this Agreement as the “Parties” and individually as a “Party.”
EXCHANGE AGREEMENTExchange Agreement • January 31st, 2018 • Spotify Technology S.A. • Radio broadcasting stations • New York
This Exchange Agreement (this “Agreement”) is made and entered into as of December 27th, 2017 by and among Spotify Technology S.A., a limited liability company (société anonyme) incorporated under the laws of Luxembourg (the “Company”), and the entities listed on the schedules “A” attached to this Agreement (collectively, “Schedule A”; the Schedule A pertaining to each individual Noteholder is referred to herein as the “applicable Schedule A”) (the “Noteholders”). The Company and the Noteholders are sometimes collectively referred to in this Agreement as the “Parties” and individually as a “Party.”
INVESTOR AGREEMENT among SPOTIFY TECHNOLOGY S.A., TENCENT MUSIC ENTERTAINMENT GROUP, TENCENT MUSIC ENTERTAINMENT HONG KONG LIMITED, TENCENT HOLDINGS LIMITED, IMAGE FRAME INVESTMENT (HK) LIMITED and, solely with respect to Section 1.02, Section 2.07,...Investor Agreement • January 31st, 2018 • Spotify Technology S.A. • Radio broadcasting stations • New York
On the date hereof, the Company issued 213,811 common shares, €0.025 par value per share, of the Company (the “Spotify Shares”) to TME Hong Kong pursuant to that certain Subscription Agreement, dated as of December 8, 2017, by and among the Company, Spotify AB, a corporation incorporated under the laws of Sweden, TME and TME Hong Kong (the “Subscription Agreement”); and
CONFIDENTIAL TREATMENT REQUESTED BY SPOTIFY TECHNOLOGY S.A. PURSUANT TO 17 CFR 200.83Digital Distribution Agreement • January 31st, 2018 • Spotify Technology S.A. • Radio broadcasting stations
We refer to the Digital Distribution Agreement entered into between Sony Music Entertainment (“Label”) and Spotify AB (“Company”) with an Effective Date of April 1, 2017 and all Exhibits attached thereto (the “Agreement”). All terms defined in the Agreement and used herein shall have the same meanings as given to them in the Agreement unless otherwise defined herein.
CONFIDENTIAL TREATMENT REQUESTED BY SPOTIFY TECHNOLOGY S.A. PURSUANT TO 17 CFR 200.83Second Amendment to Digital Distribution Agreement • January 31st, 2018 • Spotify Technology S.A. • Radio broadcasting stations
We refer to the Digital Distribution Agreement entered into by Sony Music Entertainment (“Label”) and Spotify AB (“Company”) with an effective date of April 1, 2017 and all Exhibits attached thereto (the “Agreement”). All terms defined in the Agreement and used herein shall have the same meanings as given to them in the Agreement unless otherwise defined herein.
