CAMELOT MUSIC HOLDINGS, INC. (a Delaware corporation) __________ Shares of Common Stock U.S. PURCHASE AGREEMENT ----------------------- Dated: August , 1998Purchase Agreement • August 11th, 1998 • Camelot Music Holdings Inc • Retail-record & prerecorded tape stores • New York
1 EXHIBIT BVoting Agreement • November 5th, 1998 • Camelot Music Holdings Inc • Retail-record & prerecorded tape stores • New York
amongAgreement and Plan of Merger • August 11th, 1998 • Camelot Music Holdings Inc • Retail-record & prerecorded tape stores • Florida
1 Exhibit 10.23 CAMELOT MUSIC HOLDINGS, INC. ---------------------------- INDEMNITY AGREEMENT ------------------- THIS AGREEMENT is made as of the 4th day of June, 1998, by and between CAMELOT MUSIC HOLDINGS, INC., a Delaware corporation (the...Indemnity Agreement • August 11th, 1998 • Camelot Music Holdings Inc • Retail-record & prerecorded tape stores • Delaware
1 Exhibit 10.31 STOCK OPTION AGREEMENT (OUTSIDE DIRECTORS) THIS AGREEMENT, entered into as of the _____ day of __________, 1998, by and between CAMELOT MUSIC HOLDINGS, INC., a Delaware corporation (the "Company"), and ________________ (the...Stock Option Agreement • August 11th, 1998 • Camelot Music Holdings Inc • Retail-record & prerecorded tape stores
EXHIBIT 10.1 REVOLVING CREDIT AGREEMENT Dated as of January 27, 1998Revolving Credit Agreement • February 13th, 1998 • Camelot Music Holdings Inc • New York
WITNESSETH: -----------Credit Agreement • August 11th, 1998 • Camelot Music Holdings Inc • Retail-record & prerecorded tape stores • New York
RECITALS:Employment Agreement • February 13th, 1998 • Camelot Music Holdings Inc • Ohio
1 EXHIBIT CAgreement and Plan of Merger • November 5th, 1998 • Camelot Music Holdings Inc • Retail-record & prerecorded tape stores • Delaware
EXHIBIT 2.2 ASSET PURCHASE AGREEMENT BY AND AMONG CAMELOT MUSIC, INC. as PurchaserAsset Purchase Agreement • February 13th, 1998 • Camelot Music Holdings Inc • New York
EXHIBIT 10.2 REGISTRATION RIGHTS AGREEMENT Dated as of January 27, 1998 by and among CAMELOT MUSIC HOLDINGS, INC.Registration Rights Agreement • February 13th, 1998 • Camelot Music Holdings Inc • New York
1 Exhibit 10.5 CAMELOT MUSIC HOLDINGS, INC. INCENTIVE STOCK OPTION AWARD AGREEMENT This Agreement (this "Agreement"), dated January, 27 1998, is made between Camelot Music Holdings, Inc. (the "Company") and ______________ (the "Optionee"). All...Incentive Stock Option Award Agreement • June 15th, 1998 • Camelot Music Holdings Inc • Retail-record & prerecorded tape stores • Delaware
1 Exhibit 10.10 AMENDED AND RESTATED SEVERANCE AND BONUS PROGRAM MANAGEMENT INCENTIVE AGREEMENT -------------------------------------------- THIS AMENDED AND RESTATED SEVERANCE AND BONUS PROGRAM MANAGEMENT INCENTIVE AGREEMENT (this "Agreement") is...Severance and Bonus • June 15th, 1998 • Camelot Music Holdings Inc • Retail-record & prerecorded tape stores • Ohio
Common StockIntersyndicate Agreement • August 11th, 1998 • Camelot Music Holdings Inc • Retail-record & prerecorded tape stores • New York
R E C I T A L S:Employment and Severance Agreement • August 11th, 1998 • Camelot Music Holdings Inc • Retail-record & prerecorded tape stores • Ohio
ASSIGNMENTCamelot Music Holdings Inc • February 13th, 1998
In accordance with Sections 2.9 and 16.6(b) of the Asset Purchase Agreement, dated as of December 10, 1997 (the "Agreement"), by and among Camelot Music, Inc., as Purchaser (the "Purchaser"), The Wall Music, Inc., as Seller, and WH Smith Group Holdings (USA), Inc., as Parent, the Purchaser hereby assigns to Camelot Northeast Region, Inc. (the "Acquiring Corporation"), and the Acquiring Corporation hereby accepts assignment of and assumes, the rights and obligations of the Purchaser under the Agreement, to the extent that such rights and obligations are assignable under such Section 2.9.
FORM CUSTOMARY TRADE TERMS COMMITMENT AND OPTION EXERCISE NOTICECamelot Music Holdings Inc • June 15th, 1998 • Retail-record & prerecorded tape stores
