EXHIBIT 1.1 DRAFT 3,600,000 Shares LIQUID AUDIO, INC. Common Stock, $0.001 par value per share UNDERWRITING AGREEMENT ----------------------Underwriting Agreement • June 30th, 1999 • Liquid Audio Inc • Services-computer integrated systems design • New York
LOAN AGREEMENTLoan Agreement • June 30th, 1999 • Liquid Audio Inc • Services-computer integrated systems design
EXHIBIT 10.8 LA AGREEMENT BETWEEN REALNETWORKS AND LIQUID AUDIO This Agreement is entered into as of April 26, 1998 (the "Effective Date") by and between Real Networks, Inc., a Washington corporation ("RN"), and Liquid Audio, Inc. a California...Licensing Agreement • June 30th, 1999 • Liquid Audio Inc • Services-computer integrated systems design
EXHIBIT 10.11 SOFTWARE LICENSE AGREEMENT between FRAUNHOFER-GESELLSCHAFT, ZUR FORDERUNG DER ANGEWANDTEN FORSCHUNG E. V. and LIQUID AUDIO, INC. _______________________________________________________________________________ THIS AGREEMENT DOES NOT BIND...Software License Agreement • June 30th, 1999 • Liquid Audio Inc • Services-computer integrated systems design • New York
WITNESSETH ----------Consulting Agreement • June 30th, 1999 • Liquid Audio Inc • Services-computer integrated systems design
EXHIBIT 10.12 RSA DATA SECURITY (TM) OEM MASTER LICENSE AGREEMENT THIS OEM MASTER LICENSE AGREEMENT ("Agreement"), effective as of the later date of execution ("Effective Date"), is entered into by and between RSA Data Security, Inc., a Delaware...Oem Master License Agreement • June 30th, 1999 • Liquid Audio Inc • Services-computer integrated systems design • California
EXHIBIT 10.34 SHAREHOLDERS AGREEMENT This Shareholders Agreement ("Agreement") is entered into as of December 31, 1998 by Liquid Audio, Inc., a California corporation with its principal place of business at 810 Winslow Street, Redwood City, California...Shareholders Agreement • June 30th, 1999 • Liquid Audio Inc • Services-computer integrated systems design
EXHIBIT 10.30 SOFTWARE RESELLER AGREEMENT This Agreement is made and entered into effective as of August 9, 1998 (the "Effective Date"), by and between Liquid Audio, Inc. ("LA"), a corporation organized under the laws of the State of California, and...Software Reseller Agreement • June 30th, 1999 • Liquid Audio Inc • Services-computer integrated systems design • California
