LOAN AND SECURITY AGREEMENT dated March 8, 2002 between ROXIO, INC. and COMERICA BANK-CALIFORNIALoan and Security Agreement • June 30th, 2003 • Roxio Inc • Services-prepackaged software • California
This Loan and Security Agreement is made and entered into as of March 8, 2002, by and between Roxio, Inc., a Delaware corporation (“Borrower”) and Comerica Bank-California, a California banking corporation (“Agent” or “Comerica”). Comerica and all other Persons who are or hereafter become lenders under this Agreement are herein individually referred to as “Lender” and collectively referred to as “Lenders.” Except as otherwise defined herein, initially capitalized terms used in this Agreement have the meanings assigned to them in Appendix A attached hereto.
AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF NAPSTER, LLCLimited Liability Company Operating Agreement • June 30th, 2003 • Roxio Inc • Services-prepackaged software • Delaware
AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT of Napster, LLC (the “Agreement”), dated as of May 19, 2003 (the “Effective Date”), by and between Roxio, Inc., a Delaware corporation, as the managing member (“Roxio”), and UMG Duet Holdings, Inc., a Delaware corporation (“UMG”), and SMEI Duet Holdings, Inc., a Delaware corporation (“SMEI”), as the non-managing members (collectively with Roxio, the “Members”).
FIRST AMENDMENT TO LEASELease • June 30th, 2003 • Roxio Inc • Services-prepackaged software
This first amendment to lease (“Amendment”) is made this 26 day of July, 2001 (“Effective Date”) by and between SOBRATO INTERESTS II, a California limited partnership having an address at 10600 N. De Anza Blvd., Suite 200, Cupertino, California 95014 (“Landlord”) and ENTRUST, INC., a Maryland corporation (as successor in interest to Entrust Technologies) having its principal place of business at 4975 Preston Park Blvd., Suite 400, Plano, Texas 75093, (“Tenant”).
This Sublease Amending Agreement made as of September 30, 2002 BETWEEN:Sublease Amending Agreement • June 30th, 2003 • Roxio Inc • Services-prepackaged software
SUBLEASE AGREEMENTSublease Agreement • June 30th, 2003 • Roxio Inc • Services-prepackaged software
This Sublease Agreement (“Sublease”) is made effective as of the 31st day of October, 2001, (the “Effective Date”) by and between Entrust, Inc., a Maryland corporation (“Sublessor”), and Roxio, Inc., a Delaware corporation (“Sublessee”). Sublessor agrees to sublease to Sublessee, and Sublessee agrees to sublease from Sublessor, those certain premises situated in the City of Santa Clara, County of Santa Clara, State of California, consisting initially of approximately 62,500 square feet of space known as 455 El Camino Real, Santa Clara, California, more particularly set forth on Exhibit “A” hereto (the “Subleased Premises”). At such time as Sublessor vacates the Sublessor Premises the Subleased Premises shall be increased to approximately 75,000 square feet as set forth below.
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 30th, 2003 • Roxio Inc • Services-prepackaged software
This FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (the “Amendment”) is made as of April 9, 2003 by and between Roxio, Inc., a Delaware corporation (“Borrower”) and Comerica Bank-California, a California banking corporation (“Agent” or “Lender”), with respect to the Loan and Security Agreement, dated as of March 8, 2002, entered into by Borrower and Lender (as amended and modified through but excluding the date hereof, the “Agreement”).
