EXHIBIT 10.28 WARRANT AGREEMENT This WARRANT AGREEMENT dated as of June 23, 1998 (the "Agreement"), is between N2K INC., a Delaware corporation (the "Issuer") and DISNEY ONLINE, a California corporation ("Disney"). R E C I T A L S: - - - - - - - -...Warrant Agreement • February 16th, 1999 • Cdnow N2k Inc • Delaware
Contract Type FiledFebruary 16th, 1999 Company Jurisdiction
BETWEEN -------Lease Agreement • February 16th, 1999 • Cdnow N2k Inc
Contract Type FiledFebruary 16th, 1999 Company
EXHIBIT 10.8 OFFICE LEASEOffice Lease • February 16th, 1999 • Cdnow N2k Inc • Pennsylvania
Contract Type FiledFebruary 16th, 1999 Company Jurisdiction
2.2. POWER. In furtherance of the foregoing purpose, the L.L.C. has the ----- power and authority, expressly subject to the terms of this Agreement, to: (a) Acquire, by purchase, lease or otherwise, personal property or any interest therein, exclusive...Partnership Agreement • February 16th, 1999 • Cdnow N2k Inc • New York
Contract Type FiledFebruary 16th, 1999 Company Jurisdiction
LICENSE AGREEMENT (referred to herein as the "Agreement" or "License Agreement") made as of the 1st day of August, 1998, between 55 Broad Street Company, a New York partnership having an office at 345 Park Avenue, New York, New York, as Licensor...License Agreement • February 16th, 1999 • Cdnow N2k Inc • New York
Contract Type FiledFebruary 16th, 1999 Company Jurisdiction
OFFICE SPACE LEASE FOR 485 DELAWARE AVENUE, FORT WASHINGTON, PENNSYLVANIAOffice Space Lease • February 16th, 1999 • Cdnow N2k Inc • Pennsylvania
Contract Type FiledFebruary 16th, 1999 Company Jurisdiction
EXHIBIT 10.27 FORM OF EMPLOYMENT AGREEMENTEmployment Agreement • February 16th, 1999 • Cdnow N2k Inc • Pennsylvania
Contract Type FiledFebruary 16th, 1999 Company Jurisdiction
EXHIBIT 10.26 FORM OF EMPLOYMENT AGREEMENT This AGREEMENT is made effective as of ________________, 1999 by and between CDnow/N2K, Inc. (the "Company"), a corporation organized under the laws of Pennsylvania, and Jason Olim (the "Executive"). WHEREAS,...Employment Agreement • February 16th, 1999 • Cdnow N2k Inc • Pennsylvania
Contract Type FiledFebruary 16th, 1999 Company Jurisdiction
BACKGROUNDOrder Fulfillment Agreement • February 16th, 1999 • Cdnow N2k Inc
Contract Type FiledFebruary 16th, 1999 Company
1) Under date of September 7, 1995, Owner and N2K Inc., a New York corporation, Tenant's predecessor in interest, entered into a lease affecting portions of the tenth (10th) and eleventh (11th) floors in the building --------------------------------...Space Agreement • February 16th, 1999 • Cdnow N2k Inc
Contract Type FiledFebruary 16th, 1999 Company
Exhibit 10.10 AMENDMENT NO. 1 TO OFFICE SPACE LEASE ------------------------------------- THIS AMENDMENT NO. 1 ("Amendment No. 1") to the Lease (as defined below) is made the 12 day of October, 1998 is by and between 485 DELAWARE AVENUE ASSOCIATES,...Office Space Lease • February 16th, 1999 • Cdnow N2k Inc
Contract Type FiledFebruary 16th, 1999 Company
1) Under date of September 7, 1995, Owner and N2K Inc., a New York corporation, Tenant's predecessor in interest, entered into a lease affecting portions of the tenth (10th) and eleventh (11th) floors in the building --------------------------------...Seventh Additional Space Agreement • February 16th, 1999 • Cdnow N2k Inc
Contract Type FiledFebruary 16th, 1999 Company
1) Under date of September 7, 1995, Owner and N2K Inc., a New York corporation, Tenant's predecessor in interest, entered into a lease affecting portions of the tenth (10th) and eleventh (11th) floors in the building ------------ -------------------...Additional Space Agreement • February 16th, 1999 • Cdnow N2k Inc
Contract Type FiledFebruary 16th, 1999 Company
EXHIBIT 8.1 February 16, 1999 CDnow, Inc. 1005 Virginia Drive Ft. Washington, Pennsylvania 19034 Ladies and Gentlemen: Pursuant to an Agreement and Plan of Merger dated as of October 22, 1998 as amended as of January 29, 1999 (the "Merger Agreement")...Merger Agreement • February 16th, 1999 • Cdnow N2k Inc
Contract Type FiledFebruary 16th, 1999 CompanyPursuant to an Agreement and Plan of Merger dated as of October 22, 1998 as amended as of January 29, 1999 (the "Merger Agreement") among N2K, a Delaware corporation ("N2K"), CDnow, Inc., a Pennsylvania corporation ("CDnow") and Exit 8 Holding Company, a Pennsylvania corporation ("CDnow/N2K"), CDnow Acquisition Corp., a wholly owned subsidiary of CDnow/N2K will merge with and into CDnow (the "CDnow Merger") and N2K Acquisition Corp., a separate wholly owned subsidiary of CDnow/N2K will merge with and into N2K (the "N2K Merger" and together with the N2K Merger the "Mergers").