Common use of Additional Agreements Clause in Contracts

Additional Agreements. SECTION 8.01. Preparation of the Form S-4 and the Proxy Statement; Shareholders Meeting. (a) As soon as practicable following the date of this Agreement, CDnow, Holdco, Time Warner and Sony shall jointly prepare and CDnow shall file with the SEC the Proxy Statement in preliminary form and CDnow, Holdco, Time Warner and Sony shall jointly prepare and Holdco shall file with the SEC the Form S-4, in which the Proxy Statement will be included as a prospectus, and each of CDnow, Holdco, Time Warner and Sony shall use its reasonable efforts to respond as promptly as practicable to any comments of the SEC with respect thereto. Each of CDnow, Holdco, Time Warner and Sony shall use its reasonable efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. CDnow shall use its reasonable efforts to cause the Proxy Statement to be mailed to CDnow's shareholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Holdco shall take any action (other than qualifying to do business in any jurisdiction in which CDnow or Columbia House are not now so qualified) required to be taken under any applicable state securities laws in connection with the issuance of Holdco Common Stock in the Transactions and under CDnow Stock Plans and CDnow Warrants, and CDnow shall furnish all information concerning CDnow and the holders of CDnow Common Stock and rights to acquire CDnow Common Stock pursuant to CDnow Stock Plans and CDnow Warrants as may be reasonably requested in connection with any such action. The parties shall notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or the Form S-4 or for additional information and shall supply each other with copies of all correspondence between any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement, the Form S-4 or the Transactions. No filing of, or amendment or supplement to, the Form S-4 will be made by Holdco, or the Proxy Statement will be made by CDnow, without providing each of Time Warner and Sony the opportunity to review and comment thereon and receiving the prior approval thereof of each of Time Warner and Sony. (b) If at any time prior to the Effective Time any event with respect to CDnow or any CDnow Subsidiary or with respect to other information supplied by CDnow for inclusion in the Proxy Statement or the Form S-4 shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Form S-4, CDnow shall promptly notify Time Warner and Sony of such event, and CDnow and Holdco shall cooperate with Time Warner and Sony in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and Form S-4 and, as required by Law, in disseminating the information contained in such amendment or supplement to CDnow's shareholders. (c) If at any time prior to the Effective Time any event with respect to any of the Columbia House Entities or any of the Columbia House Subsidiaries, or with respect to any other information supplied by Time Warner or Sony for inclusion in the Proxy Statement or the Form S-4, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Form S-4, Time Warner or Sony, as the case may be, shall promptly notify CDnow of such event, and Time Warner and Sony shall cooperate with CDnow and Holdco in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and the Form S-4 and, as required by Law, in disseminating the information contained in such amendment or supplement to CDnow's shareholders. (d) CDnow shall, as soon as practicable following the date of this Agreement, establish a record date (which shall be as soon as practicable following the date of this Agreement) for, and duly call, give notice of, convene and hold, a meeting of its shareholders (the "CDnow Shareholders Meeting") for the purpose of obtaining the CDnow Shareholder Approval. CDnow shall use its reasonable efforts to cause the Proxy Statement to be mailed to CDnow's shareholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act. CDnow shall, through the CDnow Board, recommend to its shareholders that they give the CDnow Shareholder Approval. Without limiting the generality of the foregoing, CDnow agrees that its obligations pursuant to this Section 8.01(d) shall not be affected by the commencement, public proposal, public disclosure or communication to CDnow of any CDnow Takeover Proposal. (e) CDnow shall use its reasonable efforts to cause to be delivered to Time Warner and Sony a letter of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, CDnow's independent auditors, dated a date within two business days before the date on which the Form S-4 shall become effective and addressed to Time Warner and Sony, in form and substance reasonably satisfactory to Time Warner and Sony and customary in scope and substance for comfort letters delivered by independent public accountants in connection with registration statements similar to the Form S-4. (f) Time Warner and Sony shall use their reasonable efforts to cause to be delivered to CDnow a letter of Ernst & Young LLP, Columbia House's independent auditors, dated a date within two business days before the date on which the Form S-4 shall become effective and addressed to CDnow, in form and substance reasonably satisfactory to CDnow and customary in scope and substance for comfort letters delivered by independent public accountants in connection with registration statements similar to the Form S-4. (g) Time Warner and Sony shall use their reasonable efforts to cause to be delivered to Holdco as soon as practicable following the date of this Agreement combined financial statements for MCo, VCo, Columbia House, Columbia House Mexico and Columbia House Canada that comply with the requirements of Items 14(e), (f) and (g) of Form S-4 under the Securities Act, to be included in the Proxy Statement and the Form S-4.

Additional Agreements. SECTION 8.01. 6.1 Preparation of the Form S-4 and the Proxy Statement; Shareholders Company Stockholders Meeting; Merger without a Company Stockholders Meeting. (a) As soon as practicable following the date acceptance for payment of this Agreementand payment for shares of Company Common Stock by Sub in the Offer, CDnow, Holdco, Time Warner the Company and Sony Parent shall jointly prepare and CDnow shall file with the SEC the Proxy Statement in preliminary form and CDnow, Holdco, Time Warner and Sony Statement. The Company shall jointly prepare and Holdco shall file use its best efforts to respond to all SEC comments with the SEC the Form S-4, in which respect to the Proxy Statement will be included as a prospectus, and each of CDnow, Holdco, Time Warner and Sony shall use its reasonable efforts to respond as promptly as practicable to any comments of the SEC with respect thereto. Each of CDnow, Holdco, Time Warner and Sony shall use its reasonable efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. CDnow shall use its reasonable efforts to cause the Proxy Statement to be mailed to CDnowthe Company's shareholders as promptly as stockholders at the earliest practicable after the Form S-4 is declared effective under the Securities Actdate. Holdco The Company, Parent and Sub, shall take any action (other than qualifying all reasonable actions necessary or advisable to do business in any jurisdiction in which CDnow or Columbia House are not now so qualified) required cause the Merger to be taken under any applicable state securities laws in connection with approved by shareholders and to effect the issuance of Holdco Common Stock in the Transactions and under CDnow Stock Plans and CDnow Warrants, and CDnow shall furnish all information concerning CDnow and the holders of CDnow Common Stock and rights to acquire CDnow Common Stock pursuant to CDnow Stock Plans and CDnow Warrants as may be reasonably requested in connection with any such action. The parties shall notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or the Form S-4 or for additional information and shall supply each other with copies of all correspondence between any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement, the Form S-4 or the Transactions. No filing of, or amendment or supplement to, the Form S-4 will be made by Holdco, or the Proxy Statement will be made by CDnow, without providing each of Time Warner and Sony the opportunity to review and comment thereon and receiving the prior approval thereof of each of Time Warner and SonyMerger. (b) If at any time prior to the Effective Time any event with respect to CDnow or any CDnow Subsidiary or with respect to other information supplied by CDnow for inclusion in the Proxy Statement or the Form S-4 shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Form S-4, CDnow shall promptly notify Time Warner and Sony of such event, and CDnow and Holdco shall cooperate with Time Warner and Sony in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and Form S-4 and, as required by Law, in disseminating the information contained in such amendment or supplement to CDnow's shareholders. (c) If at any time prior to the Effective Time any event with respect to any of the Columbia House Entities or any of the Columbia House Subsidiaries, or with respect to any other information supplied by Time Warner or Sony for inclusion in the Proxy Statement or the Form S-4, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Form S-4, Time Warner or Sony, as the case may be, shall promptly notify CDnow of such event, and Time Warner and Sony shall cooperate with CDnow and Holdco in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and the Form S-4 and, as required by Law, in disseminating the information contained in such amendment or supplement to CDnow's shareholders. (d) CDnow shallThe Company will, as soon as practicable following the date of this AgreementProxy Trigger Date, establish a record date (which shall be as soon as practicable following the date of this Agreement) for, and duly call, give notice of, convene and hold, a meeting of its shareholders (hold the "CDnow Shareholders Meeting") Company Stockholders Meeting for the purpose of obtaining approving this Agreement and the CDnow Shareholder Approvaltransactions contemplated hereby. CDnow At the Company Stockholders Meeting, Parent shall use its reasonable efforts cause all of the shares of Company Common Stock then owned by Parent and Sub and any of their Subsidiaries or affiliates to be voted in favor of the Merger. (c) Notwithstanding the foregoing clauses (a) and (b), in the event that Parent or any other Subsidiary of Parent shall acquire at least 90% of the outstanding shares of Company Common Stock in the Offer, the parties hereto agree, at the request of Sub, to take all necessary and appropriate action to cause the Proxy Statement Merger to be mailed to CDnow's shareholders become effective, as promptly soon as practicable after the Form S-4 is declared effective under the Securities Act. CDnow shall, through the CDnow Board, recommend to its shareholders that they give the CDnow Shareholder Approval. Without limiting the generality expiration of the foregoingOffer, CDnow agrees that its obligations pursuant to this without a meeting of stockholders of the Company, in accordance with Section 8.01(d) shall not be affected by 253 of the commencement, public proposal, public disclosure or communication to CDnow of any CDnow Takeover ProposalDGCL. (ed) CDnow Parent shall use (i) cause Sub promptly to submit this Agreement and the transactions contemplated hereby for approval and adoption by its reasonable efforts parent by written consent of sole stockholder; (ii) cause the shares of capital stock of Sub to be voted for adoption and approval of this Agreement and the transactions contemplated hereby; and (iii) cause to be delivered taken all additional actions necessary for Sub to Time Warner adopt and Sony a letter of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, CDnow's independent auditors, dated a date within two business days before the date on which the Form S-4 shall become effective and addressed to Time Warner and Sony, in form and substance reasonably satisfactory to Time Warner and Sony and customary in scope and substance for comfort letters delivered by independent public accountants in connection with registration statements similar to the Form S-4. (f) Time Warner and Sony shall use their reasonable efforts to cause to be delivered to CDnow a letter of Ernst & Young LLP, Columbia House's independent auditors, dated a date within two business days before the date on which the Form S-4 shall become effective and addressed to CDnow, in form and substance reasonably satisfactory to CDnow and customary in scope and substance for comfort letters delivered by independent public accountants in connection with registration statements similar to the Form S-4. (g) Time Warner and Sony shall use their reasonable efforts to cause to be delivered to Holdco as soon as practicable following the date of approve this Agreement combined financial statements for MCo, VCo, Columbia House, Columbia House Mexico and Columbia House Canada that comply with the requirements of Items 14(e), (f) and (g) of Form S-4 under the Securities Act, to be included in the Proxy Statement and the Form S-4transactions contemplated hereby.

Additional Agreements. SECTION 8.01. Section 6.1 Preparation of the Form S-4 and the Amendment to Joint Proxy Statement; Shareholders Meeting/Prospectus and Post-Effective Amendment to Form S-4. (a) As soon On July 2, 2021, Parent filed with the SEC a registration statement on Form S-4 under the Securities Act (including a preliminary joint proxy statement/prospectus, as practicable following amended or supplemented from time to time prior to the date hereof, the “Original Joint Proxy Statement/Prospectus”) with respect to the issuance of Parent Common Stock in the Merger (such registration statement, and any amendments or supplements thereto prior to the date hereof, the “Original Form S-4”), which was declared effective by the SEC on July 23, 2021. As promptly as reasonably practicable after the execution and delivery of this Agreement, CDnow, Holdco, Time Warner (i) the Company and Sony Parent shall jointly prepare and CDnow cause to be filed with the SEC an amendment to the Original Joint Proxy Statement/Prospectus (as amended or supplemented from time to time, the “Amended Joint Proxy Statement/Prospectus” and, together with the Original Joint Proxy Statement/Prospectus, the “Joint Proxy Statement/Prospectus”) (x) to be mailed to the stockholders of the Company relating to the Company Stockholders Meeting and (y) to be mailed to the shareholders of Parent relating to the Parent Stockholders Meeting, and (ii) Parent shall prepare, together with the Company, and file with the SEC a post-effective amendment to the Proxy Statement in preliminary form Original Form S-4 (such amendment, and CDnowany amendments or supplements thereto, Holdcothe “Amended Form S-4” and, Time Warner and Sony shall jointly prepare and Holdco shall file together with the SEC the Original Form S-4, in which the Proxy Statement will be included as a prospectus, “Form S-4”). Each of Parent and each of CDnow, Holdco, Time Warner and Sony the Company shall use its reasonable best efforts to respond have the Amended Form S-4 declared effective by the SEC, and to keep the Amended Form S-4 effective as long as is necessary to consummate the Merger and the other transactions contemplated hereby. Parent shall furnish to the Company all information relating to Parent as may be reasonably requested by the Company in connection with any such action and the preparation, filing and mailing of the Amended Joint Proxy Statement/Prospectus and the Company shall furnish to Parent all information relating to the Company as may be reasonably requested by Parent in connection with any such action and the preparation and filing of the Amended Joint Proxy Statement/Prospectus and the Amended Form S-4. Subject to applicable Law, as promptly as reasonably practicable after the SEC or its staff advises that it has no further comments on the Amended Joint Proxy Statement/Prospectus and the Amended Form S-4 or that the Company and Parent may commence mailing the Amended Joint Proxy Statement/Prospectus, each of the Company and Parent shall use its reasonable best efforts to cause the Amended Joint Proxy Statement/Prospectus to be distributed to the stockholders of the Company and the shareholders of Parent (as applicable). No filing of, or amendment or supplement to the Amended Joint Proxy Statement/Prospectus or the Amended Form S-4, as applicable, shall be made by the Company or Parent, as applicable, and no response to any comments of the SEC or its staff with respect thereto. Each of CDnowthereto shall be submitted by the Company or Parent, Holdcoas applicable, Time Warner without providing the other party a reasonable opportunity to review and Sony shall use its reasonable efforts comment thereon and giving due consideration to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. CDnow shall use its reasonable efforts to cause the Proxy Statement to be mailed to CDnow's shareholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Holdco shall take any action (other than qualifying to do business in any jurisdiction in which CDnow or Columbia House are not now so qualified) required to be taken under any applicable state securities laws in connection with the issuance of Holdco Common Stock inclusion in the Transactions and under CDnow Stock Plans and CDnow WarrantsAmended Joint Proxy Statement/Prospectus or Amended Form S-4, and CDnow shall furnish all information concerning CDnow and the holders of CDnow Common Stock and rights to acquire CDnow Common Stock pursuant to CDnow Stock Plans and CDnow Warrants as may be reasonably requested in connection with applicable, or any such actionresponse, comments reasonably proposed by either party. The Both parties shall notify each the other party promptly of the receipt of any comments from the staff of the SEC with respect to the Amended Joint Proxy Statement/Prospectus or its staff the Amended Form S-4, as applicable, and of any request by the staff of the SEC or its staff for amendments or supplements to the Amended Joint Proxy Statement Statement/Prospectus or the Amended Form S-4 S-4, as applicable, or for additional information information. The Company or Parent, as applicable, shall respond promptly to any comments or requests from the staff of the SEC and shall supply each the other party with copies of all correspondence between such party or any of its representativesRepresentatives, on the one hand, and the SEC or its staffstaff of the SEC, on the other hand, with respect to the Amended Joint Proxy Statement, the Form S-4 /Prospectus or the Transactions. No filing of, or amendment or supplement to, the Amended Form S-4 will be made by Holdco, or the Proxy Statement will be made by CDnow, without providing each of Time Warner and Sony the opportunity to review and comment thereon and receiving the prior approval thereof of each of Time Warner and SonyS-4. (b) None of the information supplied or to be supplied by the Company or Parent for inclusion or incorporation by reference into (i) the Form S-4 will, at the time the Form S-4 is filed with the SEC or at the time it becomes effective under the Securities Act, contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) the Joint Proxy Statement/Prospectus will, at the date of distribution to stockholders of the Company, at the time of the Company Stockholders Meeting to be held in connection with the Merger, at the date of distribution to shareholders of Parent and at the time of the Parent Stockholders Meeting to be held in connection with the Issuance, contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; providing, that, in each case of (i) and (ii), neither party shall be responsible or liable for any statements made or incorporated by reference therein based on information supplied by the other party for inclusion or incorporation by reference therein. If at any time prior to obtaining the Effective Time Requisite Company Stockholder Vote or the Requisite Parent Stockholder Vote any event with respect information relating to CDnow the Company or Parent, or any CDnow Subsidiary of their respective Affiliates, directors or with respect to other information supplied officers, should be discovered by CDnow for inclusion in the Proxy Statement Company or the Form S-4 shall occur Parent which is required to should be described set forth in an amendment of, or a supplement to, the Proxy Statement or the Form S-4, CDnow shall promptly notify Time Warner and Sony of such event, and CDnow and Holdco shall cooperate with Time Warner and Sony in the prompt filing with the SEC of any necessary amendment or supplement to the Joint Proxy Statement Statement/Prospectus or Form S-4, as applicable, so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other party and Form S-4 an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, as to the extent required by Law, in disseminating distributed to the information contained in such amendment or supplement stockholders of the Company and to CDnow's shareholdersthe shareholders of Parent. (c) If at any time prior to the Effective Time any event with respect to any Each of the Columbia House Entities or any Company and Parent shall cause the Joint Proxy Statement/Prospectus and the Form S-4 to comply as to form in all material respects with the requirements of the Columbia House Subsidiaries, or with respect to any other information supplied by Time Warner or Sony for inclusion in the Proxy Statement or the Form S-4, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Form S-4, Time Warner or SonyExchange Act and Securities Act, as the case may be, and the rules and regulations of the SEC thereunder, except that no representation or warranty shall promptly notify CDnow of such event, and Time Warner and Sony shall cooperate be made by either party with CDnow and Holdco respect to statements made or incorporated by reference therein based on information supplied by the other party for inclusion or incorporation by reference in the prompt filing Joint Proxy Statement/Prospectus or Form S-4. Parent and the Company shall make any other necessary filings with the SEC of any necessary amendment or supplement respect to the Proxy Statement Merger under the Securities Act and Exchange Act and the Form S-4 and, as required by Law, in disseminating the information contained in such amendment or supplement to CDnow's shareholdersrules and regulations thereunder. (d) CDnow shallEach party will advise the other party promptly after it receives notice thereof, as soon as practicable following of the date of this Agreement, establish a record date (which shall be as soon as practicable following the date of this Agreement) for, and duly call, give notice of, convene and hold, a meeting of its shareholders (the "CDnow Shareholders Meeting") for the purpose of obtaining the CDnow Shareholder Approval. CDnow shall use its reasonable efforts to cause the Proxy Statement to be mailed to CDnow's shareholders as promptly as practicable after time when the Form S-4 is declared effective under becomes effective, the Securities Act. CDnow shallissuance of any stop order, through the CDnow Board, recommend to its shareholders that they give the CDnow Shareholder Approval. Without limiting the generality suspension of the foregoing, CDnow agrees that its obligations pursuant to this Section 8.01(d) shall not be affected by qualification of the commencement, public proposal, public disclosure or communication to CDnow of any CDnow Takeover Proposal. (e) CDnow shall use its reasonable efforts to cause to be delivered to Time Warner and Sony a letter of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, CDnow's independent auditors, dated a date within two business days before the date on which the Form S-4 shall become effective and addressed to Time Warner and Sony, in form and substance reasonably satisfactory to Time Warner and Sony and customary in scope and substance for comfort letters delivered by independent public accountants Parent Common Stock issuable in connection with registration statements similar to the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4. (f) Time Warner and Sony shall use their reasonable efforts to cause to be delivered to CDnow a letter of Ernst & Young LLP, Columbia House's independent auditors, dated a date within two business days before the date on which the Form S-4 shall become effective and addressed to CDnow, in form and substance reasonably satisfactory to CDnow and customary in scope and substance for comfort letters delivered by independent public accountants in connection with registration statements similar to the Form S-4. (g) Time Warner and Sony shall use their reasonable efforts to cause to be delivered to Holdco as soon as practicable following the date of this Agreement combined financial statements for MCo, VCo, Columbia House, Columbia House Mexico and Columbia House Canada that comply with the requirements of Items 14(e), (f) and (g) of Form S-4 under the Securities Act, to be included in the Proxy Statement and the Form S-4.

Additional Agreements. SECTION 8.01. Section 6.01 Preparation of the Form S-4 and the Joint Proxy Statement/Prospectus; Shareholders Stockholders Meeting. (a) As soon as practicable following the date of this Agreement, CDnowbut in any event within twenty (20) Business Days following the date of this Agreement (to the extent practicable), Holdco, Time Warner Parent and Sony the Company shall jointly prepare and CDnow shall file cause to be filed with the SEC the Joint Proxy Statement Statement/Prospectus in preliminary form and CDnow, Holdco, Time Warner Parent shall prepare (with the cooperation of the Company) and Sony shall jointly prepare and Holdco shall file with the SEC the Form S-4, in which the Joint Proxy Statement Statement/Prospectus will be included as a prospectus, and each of CDnow, Holdco, Time Warner the Company and Sony Parent shall cooperate with each other and use its reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect thereto; provided, that consistent with the foregoing, Parent and the Company shall use their good faith efforts to make the initial filing of the Form S-4 within ten (10) Business Days following the date of this Agreement, it being understood and agreed that the failure to make such filing within such ten (10) Business Day period shall not be deemed to be a breach of this Agreement for any purpose. Each of CDnow, Holdco, Time Warner the Company and Sony Parent shall cooperate with each other and use its reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. CDnow Each of the Company and Parent shall use its reasonable best efforts to cause the Joint Proxy Statement Statement/Prospectus to be mailed to CDnow's shareholders the Company’s stockholders and the Parent’s stockholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Holdco Parent shall also take any action (other than qualifying to do business in any jurisdiction in which CDnow or Columbia House are it is not now so qualified) required to be taken under any applicable state securities laws in connection with the issuance of Holdco Parent Common Stock in the Transactions Merger and under CDnow Stock the Company Plans and CDnow Warrants, and CDnow the Company shall furnish all information concerning CDnow the Company and the holders of CDnow the Company Common Stock and rights to acquire CDnow Company Common Stock pursuant to CDnow Stock the Company Plans and CDnow Warrants as may be reasonably requested in connection with any such action. The parties shall notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Joint Proxy Statement Statement/Prospectus or the Form S-4 or for additional information and shall supply each other with copies of all correspondence between such party or any of its representativesRepresentatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Joint Proxy Statement/Prospectus, the Form S-4 or the TransactionsMerger. No filing of, Each party shall give each other party an opportunity to participate in any discussions or amendment or supplement tomeetings such party has with the SEC in connection with the Joint Proxy Statement/Prospectus, the Form S-4 will be made by Holdco, or the Merger. Notwithstanding the foregoing, before filing the Form S-4 (or any amendment or supplement thereto) or mailing the Joint Proxy Statement will be made by CDnowStatement/Prospectus (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, without providing each of Time Warner Parent and Sony the Company (i) shall provide the other a reasonable opportunity to review and comment thereon on such document or response (including the proposed final version of such document or response), (ii) shall include in such document or response all comments reasonably proposed by the other and (iii) shall not file or mail such document or respond to the SEC prior to receiving the prior approval thereof of the other (such approval not to be unreasonably withheld, conditioned or delayed). Each of Parent and the Company shall advise the other, promptly after receipt of notice thereof, of the time of effectiveness of the Form S-4, the issuance of any stop order relating thereto or the suspension of the qualification of the Parent Common Stock included in the Merger Consideration for offering or sale in any jurisdiction, and each of Time Warner Parent and Sonythe Company shall use all reasonable efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. Each of Parent and the Company shall also take any other action (other than qualifying to do business in any jurisdiction in which it is not now so qualified) required to be taken under the Securities Act, the Exchange Act, any applicable foreign or state securities or “blue sky” laws and the rules and regulations thereunder in connection with the Merger and the Share Issuance. (b) If at any time prior to before the Effective Time Time, any event occurs with respect to CDnow the Company, or any CDnow Subsidiary or change occurs with respect to other information supplied by CDnow the Company for inclusion in the Joint Proxy Statement Statement/Prospectus or the Form S-4 shall occur S-4, which is required to be described in an amendment of, or a supplement to, the Joint Proxy Statement Statement/Prospectus or the Form S-4, CDnow the Company shall promptly notify Time Warner and Sony Parent of such event, and CDnow the Company and Holdco Parent shall cooperate with Time Warner and Sony in the prompt filing with the SEC of any necessary amendment or supplement to the Joint Proxy Statement Statement/Prospectus and Form S-4 and, as required by Lawlaw, in disseminating the information contained in such amendment or supplement to CDnow's shareholdersthe Company’s stockholders. (c) If at any time prior to before the Effective Time Time, any event occurs with respect to any of the Columbia House Entities Parent or any of the Columbia House SubsidiariesParent Subsidiary, or change occurs with respect to any other information supplied by Time Warner or Sony Parent for inclusion in the Joint Proxy Statement Statement/Prospectus or the Form S-4, shall occur which is required to be described in an amendment of, or a supplement to, the Joint Proxy Statement Statement/Prospectus or the Form S-4, Time Warner or Sony, as the case may be, Parent shall promptly notify CDnow the Company of such event, and Time Warner Parent and Sony the Company shall cooperate with CDnow and Holdco in the prompt filing with the SEC of any necessary amendment or supplement to the Joint Proxy Statement Statement/Prospectus and the Form S-4 and, as required by Law, in disseminating the information contained in such amendment or supplement to CDnow's shareholdersthe Company’s stockholders. (d) CDnow The Company shall, as soon as practicable following effectiveness of the date of this AgreementForm S-4, establish a record date (which shall be as soon as practicable following the date of this Agreement) for, and duly call, give notice of, convene and hold, hold a meeting of its shareholders (including any adjournment, postponement or other delay thereof, the "CDnow Shareholders “Company Stockholders Meeting"”) for the purpose of obtaining of, among other things, seeking the CDnow Shareholder Company Stockholder Approval. CDnow The Company shall use its reasonable best efforts to to: (x) cause the Joint Proxy Statement Statement/Prospectus to be mailed to CDnow's the Company’s shareholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act. CDnow shall, through ; (y) solicit from the CDnow Board, recommend holders of Company Common Stock proxies in favor of the adoption of this Agreement and approval of the Merger; and (z) take all other actions necessary or advisable to its shareholders that they give secure the CDnow Shareholder Approvalvote or consent of the holders of Company Common Stock required by applicable Law to obtain such approval. Without limiting the generality of the foregoing, CDnow the Company agrees that its obligations pursuant to the first sentence of this Section 8.01(d6.01(d) shall not be affected by (i) the commencement, public proposal, public disclosure or communication to CDnow the Company of any CDnow Company Takeover ProposalProposal or (ii) the withdrawal or modification by the Company Board of its approval or recommendation of this Agreement or the Merger. (e) CDnow Parent shall, as soon as practicable following effectiveness of the Form S-4, duly call, give notice of, convene and hold a meeting of its shareholders (including any adjournment, postponement or other delay thereof, the “Parent Stockholders Meeting”) for the purpose of, among other things, seeking from the holders of Parent Common Stock proxies in favor of the approval of the Share Issuance. Parent shall use its reasonable best efforts to to: (x) cause the Joint Proxy Statement/Prospectus to be delivered mailed to Time Warner and Sony a letter of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, CDnow's independent auditors, dated a date within two business days before the date on which Parent’s shareholders as promptly as practicable after the Form S-4 shall become is declared effective under the Securities Act; (y) solicit from the holders of Parent Common Stock proxies in favor of the Share Issuance; and addressed (z) take all other actions necessary or advisable to Time Warner and Sony, in form and substance reasonably satisfactory secure the vote or consent of the holders of Parent Common Stock required by applicable Law to Time Warner and Sony and customary in scope and substance for comfort letters delivered by independent public accountants in connection with registration statements similar to the Form S-4obtain such approval. (f) Time Warner and Sony shall use their reasonable efforts Notwithstanding anything to cause the contrary in this Agreement, the Company will be permitted to be delivered postpone or adjourn the Company Stockholders Meeting if (i) there are holders of insufficient shares of the Company Common Stock present or represented by proxy at the Company Stockholders Meeting to CDnow constitute a letter quorum at the Company Stockholders Meeting; (ii) the Company is required to postpone or adjourn the Company Stockholders Meeting by applicable Law, order or a request from the SEC; or (iii) the Company Board (or a committee thereof) has determined in good faith (after consultation with outside legal counsel) that it is required by applicable Law to postpone or adjourn the Company Stockholders Meeting (including, if the Company Board (or a committee thereof) has determined in good faith (after consultation with outside legal counsel) that it is required by applicable Law) in order to give the stockholders of Ernst & Young LLPthe Company sufficient time to evaluate any information or disclosure that the Company has sent to the stockholders of the Company or otherwise made available to the stockholders of the Company by issuing a press release, Columbia House's independent auditors, dated a date within two business days before filing materials with the date on which the Form S-4 shall become effective and addressed to CDnowSEC or otherwise, in form and substance reasonably satisfactory to CDnow and customary each case in scope and substance for comfort letters delivered by independent public accountants in connection accordance with registration statements similar to the Form S-4terms of this Agreement. (g) Time Warner and Sony shall use their reasonable efforts Notwithstanding anything to cause the contrary in this Agreement, Parent will be permitted to be delivered postpone or adjourn the Parent Stockholders Meeting if (i) there are holders of insufficient shares of the Parent Common Stock present or represented by proxy at the Parent Stockholders Meeting to Holdco as soon as practicable following constitute a quorum at the date Parent Stockholders Meeting; (ii) Parent is required to postpone or adjourn the Parent Stockholders Meeting by applicable Law, order or a request from the SEC; or (iii) the Parent Board (or a committee thereof) has determined in good faith (after consultation with outside legal counsel) that it is required by applicable Law to postpone or adjourn the Parent Stockholders Meeting (including, if the Parent Board (or a committee thereof) has determined in good faith (after consultation with outside legal counsel) that it is required by applicable Law) in order to give the stockholders of Parent sufficient time to evaluate any information or disclosure that Parent has sent to the stockholders of Parent or otherwise made available to the stockholders of Parent by issuing a press release, filing materials with the SEC or otherwise, in each case in accordance with the terms of this Agreement combined financial statements for MCo, VCo, Columbia House, Columbia House Mexico and Columbia House Canada that comply with the requirements of Items 14(e), (f) and (g) of Form S-4 under the Securities Act, to be included in the Proxy Statement and the Form S-4Agreement.

Additional Agreements. SECTION 8.01. Section 7.01 Preparation of the Form S-4 and the Joint Proxy Statement; Shareholders Meeting. (a) /Prospectus. As soon promptly as is reasonably practicable following the date of this Agreement, CDnowAllied and Republic shall, Holdcoexcept as otherwise permitted by this Agreement or as may be necessary to avoid violation of applicable Law, Time Warner cooperate in preparing, and Sony shall jointly prepare prepare, (i) a joint proxy statement/prospectus (together with any amendments thereof or supplements thereto, the “Joint Proxy Statement/Prospectus”) in order to seek the Allied Stockholder Approval and CDnow the Republic Stockholder Approval and (ii) the Form S-4, which Republic shall file with the SEC the Proxy Statement in preliminary form SEC, and CDnow, Holdco, Time Warner and Sony shall jointly prepare and Holdco shall file with the SEC the Form S-4, in which the Joint Proxy Statement Statement/Prospectus will be included as a prospectus. Except as otherwise permitted by this Agreement or as may be necessary to avoid violation of applicable Law, and (A) each of CDnow, Holdco, Time Warner Allied and Sony shall Republic will use its reasonable efforts to respond as promptly as practicable to any comments of the SEC with respect thereto. Each of CDnow, Holdco, Time Warner and Sony shall use its commercially reasonable efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. CDnow filing and keep the Form S-4 effective for so long as necessary to consummate the Merger and (B) each of Allied and Republic shall use its respective commercially reasonable efforts to cause the Joint Proxy Statement Statement/Prospectus to be mailed to CDnow's shareholders the holders of the Allied Common Stock and the holders of Republic Common Stock as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Holdco Republic shall also take any action (other than qualifying to do business in any jurisdiction in which CDnow or Columbia House are not now so qualified) required to be taken under any applicable state securities laws Laws in connection with the issuance of Holdco shares of Republic Common Stock in the Transactions and under CDnow Stock Plans and CDnow WarrantsMerger, and CDnow Allied shall furnish all information concerning CDnow Allied and the holders of CDnow Common Stock and rights to acquire CDnow Common Stock pursuant to CDnow Stock Plans and CDnow Warrants Allied stockholders as may be reasonably requested by Republic in connection with any such action. No filing of, or amendment or supplement to, the Form S-4 will be made by Republic, and no filing of or amendment or supplement to the Joint Proxy Statement/Prospectus will made by Republic or Allied, in each case without providing the other party a reasonable opportunity to review and comment thereon. If at any time prior to the Effective Time, any information relating to Allied or Republic, or any of their respective Affiliates, directors or officers, should be discovered by Allied or Republic which should be set forth in an amendment or supplement to either the Form S-4 or the Joint Proxy Statement/Prospectus, so that either such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other party and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the stockholders of each of Allied and Republic. The parties shall notify each other promptly of the receipt of any comments from the SEC or its the staff of the SEC and of any request by the SEC or its the staff of the SEC for amendments or supplements to the Joint Proxy Statement Statement/Prospectus or the Form S-4 or for additional information and shall supply each other with (x) copies of all correspondence and a description of all material oral discussions between it or any of its representativesrespective Representatives, on the one hand, and the SEC or its staffthe staff of the SEC, on the other hand, with respect to the Joint Proxy Statement/Prospectus, the Form S-4 or the Transactions. No filing of, or amendment or supplement to, the Form S-4 will be made by Holdco, or the Proxy Statement will be made by CDnow, without providing each Merger and (y) copies of Time Warner and Sony the opportunity to review and comment thereon and receiving the prior approval thereof all orders of each of Time Warner and Sony. (b) If at any time prior to the Effective Time any event with respect to CDnow or any CDnow Subsidiary or with respect to other information supplied by CDnow for inclusion in the Proxy Statement or the Form S-4 shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Form S-4, CDnow shall promptly notify Time Warner and Sony of such event, and CDnow and Holdco shall cooperate with Time Warner and Sony in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and Form S-4 and, as required by Law, in disseminating the information contained in such amendment or supplement to CDnow's shareholders. (c) If at any time prior to the Effective Time any event with respect to any of the Columbia House Entities or any of the Columbia House Subsidiaries, or with respect to any other information supplied by Time Warner or Sony for inclusion in the Proxy Statement or the Form S-4, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Form S-4, Time Warner or Sony, as the case may be, shall promptly notify CDnow of such event, and Time Warner and Sony shall cooperate with CDnow and Holdco in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and the Form S-4 and, as required by Law, in disseminating the information contained in such amendment or supplement to CDnow's shareholders. (d) CDnow shall, as soon as practicable following the date of this Agreement, establish a record date (which shall be as soon as practicable following the date of this Agreement) for, and duly call, give notice of, convene and hold, a meeting of its shareholders (the "CDnow Shareholders Meeting") for the purpose of obtaining the CDnow Shareholder Approval. CDnow shall use its reasonable efforts to cause the Proxy Statement to be mailed to CDnow's shareholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act. CDnow shall, through the CDnow Board, recommend to its shareholders that they give the CDnow Shareholder Approval. Without limiting the generality of the foregoing, CDnow agrees that its obligations pursuant to this Section 8.01(d) shall not be affected by the commencement, public proposal, public disclosure or communication to CDnow of any CDnow Takeover Proposal. (e) CDnow shall use its reasonable efforts to cause to be delivered to Time Warner and Sony a letter of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, CDnow's independent auditors, dated a date within two business days before the date on which the Form S-4 shall become effective and addressed to Time Warner and Sony, in form and substance reasonably satisfactory to Time Warner and Sony and customary in scope and substance for comfort letters delivered by independent public accountants in connection with registration statements similar relating to the Form S-4. (f) Time Warner and Sony shall use their reasonable efforts to cause to be delivered to CDnow a letter of Ernst & Young LLP, Columbia House's independent auditors, dated a date within two business days before the date on which the Form S-4 shall become effective and addressed to CDnow, in form and substance reasonably satisfactory to CDnow and customary in scope and substance for comfort letters delivered by independent public accountants in connection with registration statements similar to the Form S-4. (g) Time Warner and Sony shall use their reasonable efforts to cause to be delivered to Holdco as soon as practicable following the date of this Agreement combined financial statements for MCo, VCo, Columbia House, Columbia House Mexico and Columbia House Canada that comply with the requirements of Items 14(e), (f) and (g) of Form S-4 under the Securities Act, to be included in the Proxy Statement and the Form S-4.. 40

Additional Agreements. SECTION 8.01. 5.1 Preparation of the Form S-4 Proxy Statement and the Proxy Statement; Shareholders MeetingSchedule 13E-3. (a) As soon as practicable following the date of this Agreement, CDnow, Holdco, Time Warner and Sony The Company shall jointly prepare and CDnow shall file with the SEC the Proxy Statement in preliminary form and CDnow, Holdco, Time Warner and Sony shall jointly prepare and Holdco shall file with the SEC the Form S-4, in which the Proxy Statement will be included as a prospectus, and each of CDnow, Holdco, Time Warner and Sony shall use its reasonable efforts to respond as promptly as practicable prepare and file a proxy or information statement relating to any the Stockholders' Meeting (together with all amendments, supplements and exhibits thereto, the "Proxy Statement") with the SEC and will use its best efforts to respond to the comments of the SEC with respect thereto. Each of CDnow, Holdco, Time Warner and Sony shall use its reasonable efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. CDnow shall use its reasonable efforts to cause the Proxy Statement to be mailed to CDnowthe Company's shareholders stockholders at the earliest practical time. The Company shall use its best efforts to obtain from the Financial Advisor an opinion (that shall not at the time of mailing of the Proxy Statement to the stockholders of the Company be subject to adverse comment by the SEC) as promptly as practicable after to the Form S-4 is declared effective under fairness of the Securities Act. Holdco shall take any action (other than qualifying transactions contemplated hereby and to do business in any jurisdiction in which CDnow or Columbia House are not now so qualified) required cause the same to be taken under any applicable state securities laws reproduced and furnished to its stockholders in connection with the issuance of Holdco Common Stock in the Transactions and under CDnow Stock Plans and CDnow Warrants, and CDnow shall furnish all information concerning CDnow and the holders of CDnow Common Stock and rights to acquire CDnow Common Stock pursuant to CDnow Stock Plans and CDnow Warrants as may be reasonably requested in connection with any such actionProxy Statement. The parties shall Company will notify each other Levy Acquisition Co. promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or the Form S-4 or for additional information and shall will supply each other Levy Acquisition Co. with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement, the Form S-4 Statement or the TransactionsMerger. No filing of, or amendment or supplement to, the Form S-4 will be made by Holdco, or the Proxy Statement will be made by CDnow, without providing each of Time Warner and Sony the opportunity to review and comment thereon and receiving the prior approval thereof of each of Time Warner and Sony. (b) If at any time prior to the Effective Time Stockholders' Meeting there shall occur any event with respect to CDnow or any CDnow Subsidiary or with respect to other information supplied by CDnow for inclusion in the Proxy Statement or the Form S-4 shall occur which is required to that should be described set forth in an amendment of, or a supplement to, the Proxy Statement or the Form S-4, CDnow shall promptly notify Time Warner and Sony of such event, and CDnow and Holdco shall cooperate with Time Warner and Sony in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement Statement, the Company will promptly prepare and Form S-4 andmail to its stockholders such an amendment or supplement. The Company will not mail any Proxy Statement, as required by Law, in disseminating the information contained in such or any amendment or supplement thereto, to CDnow's shareholders. (c) If at any time prior which Levy Acquisition Co. reasonably objects. The Company hereby consents to the Effective Time any event with respect to any of the Columbia House Entities or any of the Columbia House Subsidiaries, or with respect to any other information supplied by Time Warner or Sony for inclusion in the Proxy Statement or of the Form S-4, shall occur which is required to be recommendation of the Board described in an Section 5.2, subject to any modification, amendment ofor withdrawal thereof, or a supplement toand represents that the Independent Advisor has, subject to the terms of its engagement letter with the Company, consented to the inclusion of references to its opinion in the Proxy Statement or the Form S-4, Time Warner or Sony, as the case may be, shall promptly notify CDnow of such event, and Time Warner and Sony shall cooperate with CDnow and Holdco in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and the Form S-4 and, as required by Law, in disseminating the information contained in such amendment or supplement to CDnow's shareholdersStatement. (db) CDnow shallThe Company and Levy Acquisition Co. shall together prepare and file a Transaction Statement on Schedule 13E-3 (together with all amendments and exhibits thereto, as soon as practicable following the date of this Agreement"Schedule 13E-3") under the Exchange Act. Levy Acquisition Co. shall furnish all information concerning it, establish a record date (which shall be as soon as practicable following its affiliates and the date of this Agreement) for, and duly call, give notice of, convene and hold, a meeting holders of its shareholders (the "CDnow Shareholders Meeting") for the purpose of obtaining the CDnow Shareholder Approval. CDnow shall use its reasonable efforts to cause the Proxy Statement to be mailed to CDnow's shareholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act. CDnow shall, through the CDnow Board, recommend to its shareholders that they give the CDnow Shareholder Approval. Without limiting the generality of the foregoing, CDnow agrees that its obligations pursuant to this Section 8.01(d) shall not be affected by the commencement, public proposal, public disclosure or communication to CDnow of any CDnow Takeover Proposal. (e) CDnow shall use its reasonable efforts to cause to be delivered to Time Warner and Sony a letter of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, CDnow's independent auditors, dated a date within two business days before the date on which the Form S-4 shall become effective and addressed to Time Warner and Sony, in form and substance reasonably satisfactory to Time Warner and Sony and customary in scope and substance for comfort letters delivered by independent public accountants in connection with registration statements similar to the Form S-4. (f) Time Warner and Sony shall use their reasonable efforts to cause to be delivered to CDnow a letter of Ernst & Young LLP, Columbia House's independent auditors, dated a date within two business days before the date on which the Form S-4 shall become effective and addressed to CDnow, in form and substance reasonably satisfactory to CDnow and customary in scope and substance for comfort letters delivered by independent public accountants in connection with registration statements similar to the Form S-4. (g) Time Warner and Sony shall use their reasonable efforts to cause to be delivered to Holdco as soon as practicable following the date of this Agreement combined financial statements for MCo, VCo, Columbia House, Columbia House Mexico and Columbia House Canada that comply with the requirements of Items 14(e), (f) and (g) of Form S-4 under the Securities Act, capital stock required to be included in the Proxy Statement and Schedule 13E-3 and, after consultation with each other, shall respond promptly to any comments made by the Form S-4SEC with respect to the Schedule 13E-3.

Additional Agreements. SECTION 8.01. Preparation of the Form S-4 and the Proxy Statement; Shareholders Meeting. (a) As soon as practicable Within 30 days following the date of this Agreement, CDnow, Holdco, Time Warner and Sony shall jointly prepare and CDnow shall file with the SEC the Proxy Statement in preliminary form and CDnow, Holdco, Time Warner and Sony shall jointly prepare and Holdco shall file with the SEC the Form S-4, in which the Proxy Statement will be included as a prospectus, and each of CDnow, Holdco, Time Warner and Sony shall use its reasonable efforts to respond as promptly as practicable to any comments of the SEC with respect thereto. Each of CDnow, Holdco, Time Warner and Sony shall use its reasonable efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. CDnow shall use its reasonable efforts to cause the Proxy Statement to be mailed to CDnow's shareholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Holdco shall take any action (other than qualifying to do business in any jurisdiction in which CDnow or Columbia House are not now so qualified) required to be taken under any applicable state securities laws in connection with the issuance of Holdco Common Stock in the Transactions and under CDnow Stock Plans and CDnow Warrants, and CDnow shall furnish all information concerning CDnow and the holders of CDnow Common Stock and rights to acquire CDnow Common Stock pursuant to CDnow Stock Plans and CDnow Warrants as may be reasonably requested in connection with any such action. The parties shall notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or the Form S-4 or for additional information and shall supply each other with copies of all correspondence between any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement, the Form S-4 or the Transactions. No filing of, or amendment or supplement to, the Form S-4 will be made by Holdco, or the Proxy Statement will be made by CDnow, without providing each of Time Warner and Sony the opportunity to review and comment thereon and receiving the prior approval thereof of each of Time Warner and Sony. (b) If at any time prior to the Effective Time any event with respect to CDnow or any CDnow Subsidiary or with respect to other information supplied by CDnow for inclusion in the Proxy Statement or the Form S-4 shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Form S-4, CDnow shall promptly notify Time Warner and Sony of such event, and CDnow and Holdco shall cooperate with Time Warner and Sony in the prompt filing with the SEC of the Registration Statement/Proxy Statement (the “Warrant Re-Purchase Cut-Off Date”), the Sponsor shall purchase, or cause its affiliates or such other Persons (which for the avoidance of doubt will not be deemed to include LG Parent, Studio HoldCo, StudioCo or any necessary amendment or supplement of their respective Subsidiaries) to purchase on the open market, in the aggregate, no less than 5.81% of the SEAC Public Warrants issued and outstanding (such obligation, as adjusted pursuant to the Proxy Statement proviso in this Section 1.8(a), the “Purchase Obligation”); provided, that the Purchase Obligation shall be reduced, on a one-to-one basis, by any SEAC Public Warrants that become the subject of an agreement between the holder thereof and Form S-4 SEAC and/or StudioCo that is entered into after the date hereof but prior to the Warrant Re-Purchase Cut-Off Date and that is in substantially the form of the Warrant Support Agreements entered into by StudioCo as of the date hereof. For the avoidance of doubt, any SEAC Public Warrants that Sponsor has purchased, or caused its affiliates or such other Persons to purchase, in connection with the Purchase Obligation will be exchanged as part of the SEAC Public Warrant Exchange in accordance with the terms and conditions of the Business Combination Agreement. (i) Notwithstanding anything to the contrary herein or in the Business Combination Agreement and the Transaction Documents, if the Sponsor fails to complete the Purchase Obligation as required in Section 1.8(a) (a “Warrant Cutback Default”), then the Sponsor shall (and, subject only to the occurrence of the Closing, hereby does) irrevocably surrender and forfeit, and SEAC shall cause any applicable SEAC Entity to extinguish and cancel, for no consideration and without any further right thereto, and consent to the termination and cancellation of, an amount of the PubCo Common Shares delivered to the Sponsor at the Closing equal to the Cutback Amount (if any) (ii) Notwithstanding anything to the contrary herein or in the Business Combination Agreement and the other Transaction Documents, if as required of the Closing Date, SEAC Transaction Expenses (or expenses that would be SEAC Transaction Expenses but for the $21,000,000 limitation in the proviso to the definition thereof) exceed $21,000,000 (the “Expense Cutback Default”), the Sponsor shall (and, subject only to the occurrence of the Closing, hereby does) irrevocably surrender and forfeit, and SEAC shall cause any applicable SEAC Entity to extinguish and cancel, for no consideration and without any further right thereto, and consent to the termination and cancellation of, an amount of the PubCo Common Shares delivered to the Sponsor at the Closing equal to the Cutback Amount (if any). Notwithstanding the foregoing, if SEAC or the Sponsor provides written notice to LG Parent prior to the Closing that an Expense Cutback Default is reasonably likely to occur, accompanied by Lawevidence from SEAC or the Sponsor reasonably satisfactory to LG Parent regarding any extenuating circumstances giving rise to such expenses, then LG Parent and the Sponsor shall discuss in disseminating good faith (with no obligation to reach agreement) regarding a potential waiver of the information contained in such amendment or supplement to CDnow's shareholdersforegoing provision. (c) If at any time prior The Sponsor shall take, or cause to be taken, all actions and do, or cause to be done, all things reasonably necessary under applicable Laws, including executing and delivering such additional documents, instruments, conveyances and assurances and take such further actions as may be required, to carry out the provisions hereof and give effect to the Effective Time any event with respect to any of the Columbia House Entities or any of the Columbia House Subsidiaries, or with respect to any other information supplied by Time Warner or Sony for inclusion in the Proxy Statement or the Form S-4, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Form S-4, Time Warner or Sony, as the case may be, shall promptly notify CDnow of such event, and Time Warner and Sony shall cooperate with CDnow and Holdco in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and the Form S-4 and, as required by Law, in disseminating the information contained in such amendment or supplement to CDnow's shareholderstransactions contemplated herein. (d) CDnow shall, as soon as practicable following the date of this Agreement, establish a record date (which The Sponsor shall be as soon as practicable following the date of this Agreementbound by and comply with Section 6.01(b) for, (Confidentiality) and duly call, give notice of, convene and hold, a meeting of its shareholders Section 6.07 (the "CDnow Shareholders Meeting"Public Announcements) for the purpose of obtaining the CDnow Shareholder Approval. CDnow shall use its reasonable efforts to cause the Proxy Statement to be mailed to CDnow's shareholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act. CDnow shall, through the CDnow Board, recommend to its shareholders that they give the CDnow Shareholder Approval. Without limiting the generality of the foregoing, CDnow agrees that its obligations pursuant Business Combination Agreement applicable to this Section 8.01(d) shall not be affected by SEAC as if the commencement, public proposal, public disclosure or communication to CDnow of any CDnow Takeover Proposal. (e) CDnow shall use its reasonable efforts to cause to be delivered to Time Warner and Sony a letter of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, CDnow's independent auditors, dated a date within two business days before the date on which the Form S-4 shall become effective and addressed to Time Warner and Sony, in form and substance reasonably satisfactory to Time Warner and Sony and customary in scope and substance for comfort letters delivered by independent public accountants in connection with registration statements similar Sponsor was an original signatory to the Form S-4Business Combination Agreement with respect to such provisions. (f) Time Warner and Sony shall use their reasonable efforts to cause to be delivered to CDnow a letter of Ernst & Young LLP, Columbia House's independent auditors, dated a date within two business days before the date on which the Form S-4 shall become effective and addressed to CDnow, in form and substance reasonably satisfactory to CDnow and customary in scope and substance for comfort letters delivered by independent public accountants in connection with registration statements similar to the Form S-4. (g) Time Warner and Sony shall use their reasonable efforts to cause to be delivered to Holdco as soon as practicable following the date of this Agreement combined financial statements for MCo, VCo, Columbia House, Columbia House Mexico and Columbia House Canada that comply with the requirements of Items 14(e), (f) and (g) of Form S-4 under the Securities Act, to be included in the Proxy Statement and the Form S-4.

Additional Agreements. SECTION 8.015.1. Preparation of the Form S-4 and the Proxy StatementPREPARATION OF PROXY STATEMENT; Shareholders MeetingTHE COMPANY STOCKHOLDERS MEETING. (a) As soon as practicable following the date of this Agreement, CDnow, Holdco, Time Warner and Sony shall jointly prepare and CDnow shall file with the SEC the Proxy Statement in preliminary form and CDnow, Holdco, Time Warner and Sony shall jointly prepare and Holdco shall file with the SEC the Form S-4, in which the Proxy Statement will be included as a prospectus, and each of CDnow, Holdco, Time Warner and Sony shall use its reasonable efforts to respond as promptly as practicable to any comments of the SEC with respect thereto. Each of CDnow, Holdco, Time Warner and Sony shall use its reasonable efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. CDnow shall use its reasonable efforts to cause the Proxy Statement to be mailed to CDnow's shareholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Holdco shall take any action (other than qualifying to do business in any jurisdiction in which CDnow or Columbia House are not now so qualified) If required to be taken under any applicable state securities laws in connection with the issuance of Holdco Common Stock in the Transactions and under CDnow Stock Plans and CDnow Warrants, and CDnow shall furnish all information concerning CDnow and the holders of CDnow Common Stock and rights to acquire CDnow Common Stock pursuant to CDnow Stock Plans and CDnow Warrants as may be reasonably requested in connection with any such action. The parties shall notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement DGCL or the Form S-4 or for additional information and shall supply each other with copies of all correspondence between any of its representatives, on Company's Organizational Documents in order to consummate the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy StatementMerger, the Form S-4 or the Transactions. No filing of, or amendment or supplement to, the Form S-4 will be made by Holdco, or the Proxy Statement will be made by CDnow, without providing each of Time Warner and Sony the opportunity to review and comment thereon and receiving the prior approval thereof of each of Time Warner and Sony. (b) If at any time prior to the Effective Time any event with respect to CDnow or any CDnow Subsidiary or with respect to other information supplied by CDnow for inclusion in the Proxy Statement or the Form S-4 shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Form S-4, CDnow shall promptly notify Time Warner and Sony of such event, and CDnow and Holdco shall cooperate with Time Warner and Sony in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and Form S-4 and, as required by Law, in disseminating the information contained in such amendment or supplement to CDnow's shareholders. (c) If at any time prior to the Effective Time any event with respect to any of the Columbia House Entities or any of the Columbia House Subsidiaries, or with respect to any other information supplied by Time Warner or Sony for inclusion in the Proxy Statement or the Form S-4, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Form S-4, Time Warner or Sony, as the case may be, shall promptly notify CDnow of such event, and Time Warner and Sony shall cooperate with CDnow and Holdco in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and the Form S-4 and, as required by Law, in disseminating the information contained in such amendment or supplement to CDnow's shareholders. (d) CDnow Company shall, as soon as practicable following the date acquisition by Merger Sub of this Agreementshares of Company Common Stock pursuant to the Offer, establish a record date (which shall be as soon as practicable following the date of this Agreement) for, and duly call, give notice of, convene and hold, hold a meeting of its shareholders stockholders (the "CDnow Shareholders Company Stockholders Meeting") for the purpose of obtaining the CDnow Shareholder ApprovalRequired Company Votes, and, the Company shall, through its Board of Directors, recommend to its stockholders that they vote in favor of the approval of the Merger and the adoption of this Agreement; provided, however, that the Company Board may withdraw, modify or change such recommendation to the extent that the Company Board, after consultation with and based upon the advice of independent legal counsel, determines in good faith that such action is necessary for the Company Board to comply with its fiduciary duties under applicable law. CDnow Parent and Merger Sub shall vote or cause to be voted all the shares of Company Common Stock owned of record by Parent, Merger Sub or any of Parent's other Subsidiaries in favor of the approval of the Merger and the adoption of the Agreement. After the date hereof and prior to the expiration of the Offer, Parent shall not purchase, offer to purchase, or enter into any contract, agreement or understanding regarding the purchase of shares of Company Common Stock, except pursuant to the terms of the Offer and the Merger. (b) Notwithstanding the preceding paragraph or any other provision of this Agreement, in the event Parent, Merger Sub or any other Subsidiary of Parent shall beneficially own, in the aggregate, at least 90% of the outstanding shares of the Company Common Stock, the Company shall not be required to call the Company Stockholders Meeting or to file or mail the Proxy Statement, and the parties hereto shall take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the acceptance for payment of and payment for shares of Company Common Stock by Merger Sub pursuant to the Offer without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL. (c) In connection with any stockholder meeting, the Company shall promptly prepare and file with the SEC the Proxy Statement. The Company shall use its reasonable best efforts to cause the Proxy Statement to be cleared with the SEC and mailed to CDnowthe Company's shareholders stockholders, as promptly as practicable after the Form S-4 is declared effective under the Securities Act. CDnow shallpracticable, through the CDnow Boardand, recommend thereafter, to its shareholders that they give the CDnow Shareholder Approval. Without limiting the generality obtain approval of the foregoing, CDnow agrees that Merger by its obligations pursuant to this Section 8.01(d) shall not be affected by the commencement, public proposal, public disclosure or communication to CDnow of any CDnow Takeover Proposalstockholders. (e) CDnow shall use its reasonable efforts to cause to be delivered to Time Warner and Sony a letter of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, CDnow's independent auditors, dated a date within two business days before the date on which the Form S-4 shall become effective and addressed to Time Warner and Sony, in form and substance reasonably satisfactory to Time Warner and Sony and customary in scope and substance for comfort letters delivered by independent public accountants in connection with registration statements similar to the Form S-4. (f) Time Warner and Sony shall use their reasonable efforts to cause to be delivered to CDnow a letter of Ernst & Young LLP, Columbia House's independent auditors, dated a date within two business days before the date on which the Form S-4 shall become effective and addressed to CDnow, in form and substance reasonably satisfactory to CDnow and customary in scope and substance for comfort letters delivered by independent public accountants in connection with registration statements similar to the Form S-4. (g) Time Warner and Sony shall use their reasonable efforts to cause to be delivered to Holdco as soon as practicable following the date of this Agreement combined financial statements for MCo, VCo, Columbia House, Columbia House Mexico and Columbia House Canada that comply with the requirements of Items 14(e), (f) and (g) of Form S-4 under the Securities Act, to be included in the Proxy Statement and the Form S-4.

Additional Agreements. SECTION 8.01. 4.1 Preparation of Proxy Statement and Schedule 13E-3; the Form S-4 and the Proxy Statement; Company Shareholders Meeting. (a) As soon as practicable following the date of this Agreement, CDnow, Holdco, Time Warner the Company and Sony Parent shall jointly prepare and CDnow shall file with the SEC the Proxy Statement in preliminary form and CDnow, Holdco, Time Warner and Sony shall jointly prepare and Holdco shall file with the SEC the Form S-4, in which the Proxy Statement will be included as a prospectus, and each of CDnow, Holdco, Time Warner and Sony shall use its reasonable efforts to respond as promptly as practicable to any comments of the SEC with respect theretoSchedule 13E-3. Each of CDnow, Holdco, Time Warner the Company and Sony Parent shall use its reasonable efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. CDnow shall use its commercially reasonable efforts to cause the Proxy Statement to be mailed to CDnow's the Company’s shareholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Holdco shall take any action (other than qualifying to do business in any jurisdiction in which CDnow or Columbia House are not now so qualified) required to be taken under any applicable state securities laws in connection with the issuance of Holdco Common Stock in the Transactions and under CDnow Stock Plans and CDnow Warrants, and CDnow shall furnish all information concerning CDnow and the holders of CDnow Common Stock and rights to acquire CDnow Common Stock pursuant to CDnow Stock Plans and CDnow Warrants as may be reasonably requested in connection with any such action. The parties shall notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or the Form S-4 or for additional information and shall supply each other with copies of all correspondence between any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement, the Form S-4 or the Transactions. No filing of, or amendment or supplement to, the Form S-4 will be made by Holdco, or the Proxy Statement will be made by CDnow, without providing each of Time Warner and Sony the opportunity to review and comment thereon and receiving the prior approval thereof of each of Time Warner and Sonypracticable. (b) If at any time prior Subject to the Effective Time any event with respect to CDnow or any CDnow Subsidiary or with respect to other information supplied by CDnow for inclusion in the Proxy Statement or the Form S-4 shall occur which is required to be described in an amendment of, or a supplement toSection 4.4, the Proxy Statement or the Form S-4, CDnow shall promptly notify Time Warner and Sony of such event, and CDnow and Holdco shall cooperate with Time Warner and Sony in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and Form S-4 and, as required by Law, in disseminating the information contained in such amendment or supplement to CDnow's shareholders. (c) If at any time prior to the Effective Time any event with respect to any of the Columbia House Entities or any of the Columbia House Subsidiaries, or with respect to any other information supplied by Time Warner or Sony for inclusion in the Proxy Statement or the Form S-4, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Form S-4, Time Warner or Sony, as the case may be, shall promptly notify CDnow of such event, and Time Warner and Sony shall cooperate with CDnow and Holdco in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and the Form S-4 and, as required by Law, in disseminating the information contained in such amendment or supplement to CDnow's shareholders. (d) CDnow Company shall, as soon as practicable following the date of this Agreement, establish a record date (which shall be as soon as practicable following the date of this Agreement) for, and duly call, give notice of, convene and hold, hold a meeting of its shareholders (the "CDnow “Company Shareholders Meeting"”) for the purpose of obtaining shareholder approval. In connection with such meeting, the CDnow Shareholder Approval. CDnow Company shall (i) promptly prepare and file with the SEC, use its commercially reasonable efforts to cause have cleared by the Proxy Statement SEC and thereafter mail to be mailed to CDnow's its shareholders as promptly as practicable after the Form S-4 is declared effective under Proxy Statement and all other proxy materials for such meeting, which Proxy Statement shall include the Securities Actopinion of T▇▇▇▇▇ W▇▇▇▇▇ Partners LLC, as to the fairness of the Merger Consideration to the shareholders of the Company (other than Parent and its Affiliates), as required by Section 1203 of the CGCL, (ii) use its commercially reasonable efforts to obtain the necessary approvals by its shareholders of this Agreement and the transactions contemplated hereby and (iii) otherwise comply with all legal requirements applicable to such meeting. CDnow Subject to Section 4.4(b), the Company shall, through the CDnow Boardits Board of Directors, recommend to its shareholders that they give approve the CDnow Shareholder Approval. Without limiting transactions contemplated by this Agreement; provided, however, that except in connection with an Acquisition Proposal, in which case the generality provisions of Section 4.4(b) shall apply, the Board of Directors of the foregoingCompany may withdraw, CDnow agrees that modify or change such recommendation and shall be released of its obligations pursuant set forth above in Section 4.1(b)(ii) if it (A) determines in good faith, based upon the advice of outside counsel, that making such recommendation, or the failure to so withdraw, modify or change its recommendation, could reasonably be deemed to cause the members of the Board of Directors to breach their fiduciary duties under applicable law, (B) otherwise complies with this Agreement and (C) subject to compliance with applicable securities laws, gives Parent (x) notice of its decision to invoke this Section 8.01(d4.1(b), including the reasons for its decision, and (y) shall not be affected by a reasonable opportunity to discuss this decision with the commencement, public proposal, public disclosure or communication to CDnow Board of any CDnow Takeover ProposalDirectors. (ec) CDnow Except as required by Section 6.2(c), Parent shall use its reasonable efforts to vote or cause to be delivered to Time Warner and Sony a letter voted all the shares of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, CDnow's independent auditors, dated a date within two business days before Company Common Stock owned of record by Parent or any of its Subsidiaries in favor of the date on which the Form S-4 shall become effective and addressed to Time Warner and Sony, in form and substance reasonably satisfactory to Time Warner and Sony and customary in scope and substance for comfort letters delivered transactions contemplated by independent public accountants in connection with registration statements similar to the Form S-4this Agreement. (f) Time Warner and Sony shall use their reasonable efforts to cause to be delivered to CDnow a letter of Ernst & Young LLP, Columbia House's independent auditors, dated a date within two business days before the date on which the Form S-4 shall become effective and addressed to CDnow, in form and substance reasonably satisfactory to CDnow and customary in scope and substance for comfort letters delivered by independent public accountants in connection with registration statements similar to the Form S-4. (g) Time Warner and Sony shall use their reasonable efforts to cause to be delivered to Holdco as soon as practicable following the date of this Agreement combined financial statements for MCo, VCo, Columbia House, Columbia House Mexico and Columbia House Canada that comply with the requirements of Items 14(e), (f) and (g) of Form S-4 under the Securities Act, to be included in the Proxy Statement and the Form S-4.

Additional Agreements. SECTION 8.01. Preparation of (a) Each Stockholder hereby consent to the disclosure in the Form S-4 and the Proxy Statement; Shareholders Meeting. (a) As soon as practicable following the date of this Agreement, CDnow, Holdco, Time Warner and Sony shall jointly prepare and CDnow shall file with the SEC the Proxy Statement in preliminary form and CDnow, Holdco, Time Warner and Sony shall jointly prepare and Holdco shall file with the SEC the Form S-4, in which the Proxy Statement will be included as a prospectusprospectus (and, as and each of CDnowto the extent otherwise required by securities Laws or the SEC or any other securities authorities, Holdcoany other documents or communications provided by Parent, Time Warner and Sony shall use its reasonable efforts to respond as promptly as practicable Merger Sub or the Company to any comments Governmental Authority or to securityholders of the SEC Company) of the Stockholder’s identity and beneficial ownership of Shares and the nature of such Stockholder’s commitments, arrangements and understandings under and relating to this Agreement and, if deemed appropriate by Parent or the Company, a copy of this Agreement. Each Stockholder will promptly provide any information reasonably requested by Parent, Merger Sub or the Company with respect thereto. Each of CDnow, Holdco, Time Warner and Sony shall use its reasonable efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. CDnow shall use its reasonable efforts to cause the Proxy Statement to be mailed to CDnow's shareholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Holdco shall take Stockholder for any action (other than qualifying to do business in any jurisdiction in which CDnow regulatory application or Columbia House are not now so qualified) required to be taken under any applicable state securities laws filing made or approval sought in connection with the issuance of Holdco Common Stock in the Transactions and under CDnow Stock Plans and CDnow Warrants, and CDnow shall furnish all information concerning CDnow and the holders of CDnow Common Stock and rights to acquire CDnow Common Stock pursuant to CDnow Stock Plans and CDnow Warrants as may be reasonably requested in connection with any such action. The parties shall notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement Merger or the Form S-4 or for additional information and shall supply each other Transactions (including filings with copies of all correspondence between any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement, the Form S-4 or the Transactions. No filing of, or amendment or supplement to, the Form S-4 will be made by Holdco, or the Proxy Statement will be made by CDnow, without providing each of Time Warner and Sony the opportunity to review and comment thereon and receiving the prior approval thereof of each of Time Warner and SonySEC). (b) If at any time prior further action is necessary or desirable to carry out the Effective Time any event purposes of this Agreement, each Stockholder shall take all such action reasonably requested by Parent. Each Stockholder agrees to file (or cause to be filed on its behalf) with respect to CDnow or any CDnow Subsidiary or with respect to the SEC, as promptly as possible after the date hereof, each filing and other information supplied by CDnow for inclusion in the Proxy Statement or the Form S-4 shall occur which is report required to be described in an amendment offiled by it and its controlled Affiliates pursuant to the Exchange Act and the rules and regulations of the SEC thereunder, or a supplement to, the Proxy Statement or the Form S-4, CDnow shall promptly notify Time Warner and Sony of such eventincluding any required filing on Schedule 13D, and CDnow and Holdco shall cooperate with Time Warner and Sony in further agrees to reconfirm each of its obligations under this Agreement promptly upon the prompt filing with the SEC written request of any necessary amendment or supplement to the Proxy Statement and Form S-4 and, as required by Law, in disseminating the information contained in such amendment or supplement to CDnow's shareholdersParent. (c) If Parent shall cause the Exchange Agent to pay to each Stockholder the cash component of the Merger Consideration owing to such Stockholder for Company Common Stock with respect to which the exchange procedures determined by the Company, Parent and the Exchange Agent have been completed in accordance with the Merger Agreement, by wire transfer of immediately available funds promptly following (but no later than two Business Days after) the later of the Closing Date or completion of such procedures and delivery of a completed Letter of Transmittal by each Stockholder, to the account or accounts designated in writing by such Stockholder to Parent and the Exchange Agent at any time least five (5) Business Days prior to the Effective Time any event with respect to any of Closing Date. No later than ten Business Days before the Columbia House Entities or any of the Columbia House SubsidiariesClosing Date, Parent shall provide, or with respect cause the Exchange Agent to any provide, to each Stockholder the Letter of Transmittal and all other information supplied by Time Warner or Sony documentation and instructions necessary for inclusion in the Proxy Statement or Stockholder to complete the Form S-4, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Form S-4, Time Warner or Sony, as the case may be, shall exchange procedures and receive such payment promptly notify CDnow of such event, and Time Warner and Sony shall cooperate with CDnow and Holdco in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and the Form S-4 and, as required by Law, in disseminating the information contained in such amendment or supplement to CDnow's shareholders. (d) CDnow shall, as soon as practicable following the date of this Agreement, establish a record date (which shall be as soon as practicable following the date of this Agreement) for, and duly call, give notice of, convene and hold, a meeting of its shareholders (the "CDnow Shareholders Meeting") for the purpose of obtaining the CDnow Shareholder Approval. CDnow shall use its reasonable efforts to cause the Proxy Statement to be mailed to CDnow's shareholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act. CDnow shall, through the CDnow Board, recommend to its shareholders that they give the CDnow Shareholder Approval. Without limiting the generality of the foregoing, CDnow agrees that its obligations pursuant to this Section 8.01(d) shall not be affected by the commencement, public proposal, public disclosure or communication to CDnow of any CDnow Takeover ProposalEffective Time. (e) CDnow shall use its reasonable efforts to cause to be delivered to Time Warner and Sony a letter of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, CDnow's independent auditors, dated a date within two business days before the date on which the Form S-4 shall become effective and addressed to Time Warner and Sony, in form and substance reasonably satisfactory to Time Warner and Sony and customary in scope and substance for comfort letters delivered by independent public accountants in connection with registration statements similar to the Form S-4. (f) Time Warner and Sony shall use their reasonable efforts to cause to be delivered to CDnow a letter of Ernst & Young LLP, Columbia House's independent auditors, dated a date within two business days before the date on which the Form S-4 shall become effective and addressed to CDnow, in form and substance reasonably satisfactory to CDnow and customary in scope and substance for comfort letters delivered by independent public accountants in connection with registration statements similar to the Form S-4. (g) Time Warner and Sony shall use their reasonable efforts to cause to be delivered to Holdco as soon as practicable following the date of this Agreement combined financial statements for MCo, VCo, Columbia House, Columbia House Mexico and Columbia House Canada that comply with the requirements of Items 14(e), (f) and (g) of Form S-4 under the Securities Act, to be included in the Proxy Statement and the Form S-4.

Additional Agreements. SECTION 8.015.1. Preparation of the Form PREPARATION OF THE FORM S-4 and the Proxy StatementAND THE JOINT PROXY STATEMENT; Shareholders MeetingSTOCKHOLDERS MEETINGS. (a) As soon as practicable following the date of this Agreement, CDnow, Holdco, Time Warner Decor and Sony Interiors shall jointly prepare and CDnow shall file with the SEC the Joint Proxy Statement in preliminary form and CDnow, Holdco, Time Warner and Sony Interiors shall jointly prepare and Holdco shall file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus, and each of CDnow, Holdco, Time Warner and Sony shall use its reasonable efforts to respond as promptly as practicable to any comments of the SEC with respect thereto. Each of CDnow, Holdco, Time Warner Decor and Sony Interiors shall use its reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. CDnow shall Decor will use its reasonable all best efforts to cause the Joint Proxy Statement to be mailed to CDnowDecor's shareholders stockholders, and Interiors will use all best efforts to cause the Joint Proxy Statement to be mailed to Interiors's stockholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Holdco Interiors shall also take any action (other than qualifying to do business in any jurisdiction in which CDnow or Columbia House are it is not now so qualifiedqualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the issuance of Holdco Interiors Class A Common Stock in the Transactions Merger and under CDnow Stock Plans the approval of the Certificate of Amendment and CDnow Warrants, and CDnow Decor shall furnish all information concerning CDnow Decor and the holders of CDnow Decor Common Stock and rights to acquire CDnow Common Stock pursuant to CDnow Stock Plans and CDnow Warrants as may be reasonably requested in connection with any such action. The parties shall notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or the Form S-4 or for additional information and shall supply each other with copies of all correspondence between any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement, the Form S-4 or the Transactions. No filing of, or amendment or supplement to, the Form S-4 will be made by Holdco, or the Joint Proxy Statement will be made by CDnow, Interiors without providing each of Time Warner and Sony Decor the opportunity to review and comment thereon. Interiors will advise Decor, promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Interiors Class A Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement or the Form S-4 or comments thereon and receiving responses thereto or requests by the prior approval thereof of each of Time Warner and Sony. (b) SEC for additional information. If at any time prior to the Effective Time any event with respect information relating to CDnow Decor or Interiors, or any CDnow Subsidiary of their respective affiliates, officers or with respect to other information supplied directors, should be discovered by CDnow for inclusion in the Proxy Statement Decor or the Form S-4 shall occur Interiors which is required to should be described set forth in an amendment of, or a supplement to, the Proxy Statement or the Form S-4, CDnow shall promptly notify Time Warner and Sony of such event, and CDnow and Holdco shall cooperate with Time Warner and Sony in the prompt filing with the SEC of any necessary amendment or supplement to any of the Proxy Statement and Form S-4 andor the Joint Proxy Statement, as required by Lawso that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in disseminating light of the circumstances under which they were made, not misleading, the party which discovers such information contained in such shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to CDnow's shareholdersthe extent required by law, disseminated to the stockholders of Decor and Interiors. (cb) If at any time prior to the Effective Time any event with respect to any of the Columbia House Entities or any of the Columbia House Subsidiaries, or with respect to any other information supplied by Time Warner or Sony for inclusion in the Proxy Statement or the Form S-4, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Form S-4, Time Warner or Sony, as the case may be, shall promptly notify CDnow of such event, and Time Warner and Sony shall cooperate with CDnow and Holdco in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and the Form S-4 and, as required by Law, in disseminating the information contained in such amendment or supplement to CDnow's shareholders. (d) CDnow Decor shall, as soon as practicable following the date of this Agreement, establish a record date (which shall be as soon as practicable following the date of this Agreement) for, and duly call, give notice of, convene and hold, a meeting of its shareholders (the "CDnow Shareholders Meeting") for the purpose of obtaining the CDnow Shareholder Approval. CDnow shall use its reasonable efforts to cause the Proxy Statement to be mailed to CDnow's shareholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act. CDnow , duly call, give notice of, convene and hold a meeting of its stockholders (the "Decor Stockholders Meeting") in accordance with the DGCL for the purpose of obtaining the Decor Stockholder Approval and, subject to its rights to terminate this Agreement pursuant to Section 4.2(b), shall, through the CDnow Boardits Board of Directors, recommend to its shareholders that they give stockholders the CDnow Shareholder Approvalapproval and adoption of this Agreement, the Merger, and the other transactions contemplated hereby. Without limiting the generality of the foregoingforegoing but subject to its rights to terminate this Agreement pursuant to Section 4.2(b), CDnow Decor agrees that its obligations pursuant to the first sentence of this Section 8.01(d5.1(b) shall not be affected by the commencement, public proposal, public disclosure or communication to CDnow Decor of any CDnow Decor Takeover Proposal. (ec) CDnow shall use its reasonable efforts to cause to be delivered to Time Warner and Sony a letter of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLPInteriors shall, CDnow's independent auditors, dated a date within two business days before the date on which as promptly as practicable after the Form S-4 shall become is declared effective and addressed to Time Warner and Sony, in form and substance reasonably satisfactory to Time Warner and Sony and customary in scope and substance for comfort letters delivered by independent public accountants in connection with registration statements similar to the Form S-4. (f) Time Warner and Sony shall use their reasonable efforts to cause to be delivered to CDnow a letter of Ernst & Young LLP, Columbia House's independent auditors, dated a date within two business days before the date on which the Form S-4 shall become effective and addressed to CDnow, in form and substance reasonably satisfactory to CDnow and customary in scope and substance for comfort letters delivered by independent public accountants in connection with registration statements similar to the Form S-4. (g) Time Warner and Sony shall use their reasonable efforts to cause to be delivered to Holdco as soon as practicable following the date of this Agreement combined financial statements for MCo, VCo, Columbia House, Columbia House Mexico and Columbia House Canada that comply with the requirements of Items 14(e), (f) and (g) of Form S-4 under the Securities Act, duly call, give notice of, convene and hold a meeting of its stockholders (the "Interiors Stockholders Meeting") in accordance with the DGCL for the purpose of obtaining the Interiors Stockholder Approval and, subject to be included in its rights to terminate this Agreement pursuant to Section 4.3(b), shall, through its Board of Directors, recommend to its stockholders the Proxy Statement approval and adoption of this Agreement, the Merger, the Certificate of Amendment, the New Interiors Stock Plan and the Form S-4other transactions contemplated hereby. Without limiting the generality of the foregoing but subject to its rights to terminate this Agreement pursuant to Section 4.3(b), Interiors agrees that its obligations pursuant to the first sentence of this Section 5.1(c) shall not be affected by the commencement, public proposal, public disclosure or communication to Interiors of any Interiors Takeover Proposal. (d) Interiors and Decor will use best efforts to hold the Decor Stockholders Meeting and the Interiors Stockholders Meeting on the same date and as soon as reasonably practicable after the date hereof.

Additional Agreements. SECTION 8.01. Preparation of the Form 5.1 PREPARATION OF FORM S-4 and the Proxy StatementAND JOINT PROXY STATEMENT/PROSPECTUS; Shareholders MeetingINFORMATION SUPPLIED. (a) As soon as practicable following the date of this Agreement, CDnow, Holdco, Time Warner (i) Chancellor and Sony Capstar shall jointly prepare and CDnow shall file with the SEC the Joint Proxy Statement in preliminary form Statement/Prospectus and CDnow, Holdco, Time Warner (ii) Capstar and Sony Chancellor shall jointly prepare and Holdco shall file with a Registration Statement on Form S-4 (the SEC the "Form S-4") with respect to the registration of the issuance of shares of Parent Voting Common Stock and Parent Convertible Preferred Stock in the Merger, in of which the Joint Proxy Statement Statement/Prospectus will be included as form a prospectus, part. Each of Chancellor and each of CDnow, Holdco, Time Warner and Sony Capstar shall use its reasonable efforts to respond as promptly as practicable to any comments of the SEC with respect thereto. Each of CDnow, Holdco, Time Warner and Sony shall use its reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. CDnow Chancellor shall use its reasonable best efforts to cause the Joint Proxy Statement Statement/Prospectus to be mailed to CDnowChancellor's shareholders stockholders, and Capstar shall use its reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to Capstar's stockholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Holdco Capstar shall also take any action (other than qualifying to do business in any jurisdiction in which CDnow or Columbia House are it is not now so qualifiedqualified or take any action that would subject it to the service of process in suits, other than as to matters and transactions relating to the Form S-4, in any jurisdiction where it is not so subject) required to be taken under any applicable state securities laws in connection with the issuance of Holdco Common Stock in the Transactions and under CDnow Stock Plans and CDnow Warrants, and CDnow shall furnish all information concerning CDnow and the holders of CDnow Parent Voting Common Stock and rights to acquire CDnow Common Parent Convertible Preferred Stock pursuant to CDnow Stock Plans and CDnow Warrants as may be reasonably requested in connection with any such action. The parties shall notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or the Form S-4 or for additional information and shall supply each other with copies of all correspondence between any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement, the Form S-4 or the Transactions. No filing of, or amendment or supplement to, the Form S-4 will be made by Holdco, or the Proxy Statement will be made by CDnow, without providing each of Time Warner and Sony the opportunity to review and comment thereon and receiving the prior approval thereof of each of Time Warner and Sony. (b) If at any time prior to the Effective Time any event with respect to CDnow or any CDnow Subsidiary or with respect to other information supplied by CDnow for inclusion in the Proxy Statement or the Form S-4 shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Form S-4, CDnow shall promptly notify Time Warner and Sony of such event, and CDnow and Holdco shall cooperate with Time Warner and Sony in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and Form S-4 and, as required by Law, in disseminating the information contained in such amendment or supplement to CDnow's shareholders. (c) If at any time prior to the Effective Time any event with respect to any of the Columbia House Entities or any of the Columbia House Subsidiaries, or with respect to any other information supplied by Time Warner or Sony for inclusion in the Proxy Statement or the Form S-4, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Form S-4, Time Warner or Sony, as the case may be, shall promptly notify CDnow of such event, and Time Warner and Sony shall cooperate with CDnow and Holdco in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and the Form S-4 and, as required by Law, in disseminating the information contained in such amendment or supplement to CDnow's shareholders. (d) CDnow shall, as soon as practicable following the date of this Agreement, establish a record date (which shall be as soon as practicable following the date of this Agreement) for, and duly call, give notice of, convene and hold, a meeting of its shareholders (the "CDnow Shareholders Meeting") for the purpose of obtaining the CDnow Shareholder Approval. CDnow shall use its reasonable efforts to cause the Proxy Statement to be mailed to CDnow's shareholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act. CDnow shall, through the CDnow Board, recommend to its shareholders that they give the CDnow Shareholder Approval. Without limiting the generality of the foregoing, CDnow agrees that its obligations pursuant to this Section 8.01(d) shall not be affected by the commencement, public proposal, public disclosure or communication to CDnow of any CDnow Takeover Proposal. (e) CDnow shall use its reasonable efforts to cause to be delivered to Time Warner and Sony a letter of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, CDnow's independent auditors, dated a date within two business days before the date on which the Form S-4 shall become effective and addressed to Time Warner and Sony, in form and substance reasonably satisfactory to Time Warner and Sony and customary in scope and substance for comfort letters delivered by independent public accountants in connection with registration statements similar to the Form S-4. (f) Time Warner and Sony shall use their reasonable efforts to cause to be delivered to CDnow a letter of Ernst & Young LLP, Columbia House's independent auditors, dated a date within two business days before the date on which the Form S-4 shall become effective and addressed to CDnow, in form and substance reasonably satisfactory to CDnow and customary in scope and substance for comfort letters delivered by independent public accountants in connection with registration statements similar to the Form S-4. (g) Time Warner and Sony shall use their reasonable efforts to cause to be delivered to Holdco as soon as practicable following the date of this Agreement combined financial statements for MCo, VCo, Columbia House, Columbia House Mexico and Columbia House Canada that comply with the requirements of Items 14(e), (f) and (g) of Form S-4 under the Securities Act, to be included in the Proxy Statement and the Form S-4.the

Additional Agreements. SECTION 8.015.1. Preparation of the Form S-4 and the Joint Proxy Statement; Shareholders MeetingStockholders Meetings. (a) As soon as practicable following the date of this Agreement, CDnow, Holdco, Time Warner RSI and Sony JPFI shall jointly prepare and CDnow shall file with the SEC the Joint Proxy Statement in preliminary form Statement, and CDnow, Holdco, Time Warner and Sony JPFI shall jointly prepare and Holdco shall file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus, and each of CDnow, Holdco, Time Warner and Sony shall use its reasonable efforts to respond as promptly as practicable to any comments of the SEC with respect theretoprospec- tus. Each of CDnow, Holdco, Time Warner RSI and Sony JPFI shall use its reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. CDnow shall RSI will use its reasonable all best efforts to cause the Joint Proxy Statement to be mailed to CDnowRSI's shareholders stockholders, and JPFI will use all best efforts to cause the Joint Proxy Statement to be mailed to JPFI's stockholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Holdco JPFI shall also take any action (other than qualifying to do business in any jurisdiction in which CDnow or Columbia House are it is not now so qualifiedqualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the issuance of Holdco JPFI Common Stock in the Transactions Merger and under CDnow Stock Plans and CDnow Warrants, and CDnow RSI shall furnish all information concerning CDnow RSI and the holders of CDnow RSI Common Stock and rights to acquire CDnow Common Stock pursuant to CDnow Stock Plans and CDnow Warrants as may be reasonably requested in connection with any such action. The parties shall notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or the Form S-4 or for additional information and shall supply each other with copies of all correspondence between any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement, the Form S-4 or the Transactions. No filing of, or amendment or supplement to, the Form S-4 will be made by Holdco, or the Joint Proxy Statement will be made by CDnow, JPFI without RSI's prior consent (which shall not be unreasonably withheld) and without providing each of Time Warner and Sony RSI the opportunity to review and comment thereon. JPFI will advise RSI, promptly after it receives notice thereof, of the time when the Form S-4 has be- come effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualifi- cation of the JPFI Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement or the Form S-4 or comments thereon and receiving responses thereto or requests by the prior approval thereof of each of Time Warner and Sony. (b) SEC for additional information. If at any time prior to the Effective Time any event with respect information relating to CDnow RSI or JPFI, or any CDnow Subsidiary of their respective affiliates, officers or with respect to other information supplied directors, should be discovered by CDnow for inclusion in the Proxy Statement RSI or the Form S-4 shall occur JPFI which is required to should be described set forth in an amendment of, or a supplement to, the Proxy Statement or the Form S-4, CDnow shall promptly notify Time Warner and Sony of such event, and CDnow and Holdco shall cooperate with Time Warner and Sony in the prompt filing with the SEC of any necessary amendment or supplement to any of the Proxy Statement and Form S-4 andor the Joint Proxy Statement, as required by Lawso that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in disseminating light of the circumstances under which they were made, not mis- leading, the party which discovers such information contained in such shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to CDnow's shareholdersthe extent required by law, disseminated to the stockholders of RSI and JPFI. (cb) If at any time prior to the Effective Time any event with respect to any of the Columbia House Entities or any of the Columbia House Subsidiaries, or with respect to any other information supplied by Time Warner or Sony for inclusion in the Proxy Statement or the Form S-4, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Form S-4, Time Warner or Sony, as the case may be, shall promptly notify CDnow of such event, and Time Warner and Sony shall cooperate with CDnow and Holdco in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and the Form S-4 and, as required by Law, in disseminating the information contained in such amendment or supplement to CDnow's shareholders. (d) CDnow RSI shall, as soon as practicable following the date of this Agreement, establish a record date (which shall be as soon as practicable following the date of this Agreement) for, and duly call, give notice of, convene and hold, a meeting of its shareholders (the "CDnow Shareholders Meeting") for the purpose of obtaining the CDnow Shareholder Approval. CDnow shall use its reasonable efforts to cause the Proxy Statement to be mailed to CDnow's shareholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act. CDnow , duly call, give notice of, convene and hold a meeting of its stock- holders (the "RSI Stockholders Meeting") in accordance with the DGCL for the purpose of obtaining the RSI Stockholder Approval and shall, through the CDnow Boardits Board of Directors, recommend to its shareholders that they give stockholders the CDnow Shareholder Approval. Without limiting approval and adoption of this Agreement, the generality of Merger and the foregoing, CDnow agrees that its obligations pursuant to this Section 8.01(d) shall not be affected by the commencement, public proposal, public disclosure or communication to CDnow of any CDnow Takeover Proposalother transactions contemplated hereby. (ec) CDnow shall use its reasonable efforts to cause to be delivered to Time Warner and Sony a letter of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLPJPFI shall, CDnow's independent auditors, dated a date within two business days before the date on which as promptly as practicable after the Form S-4 shall become is declared effective and addressed to Time Warner and Sony, in form and substance reasonably satisfactory to Time Warner and Sony and customary in scope and substance for comfort letters delivered by independent public accountants in connection with registration statements similar to the Form S-4. (f) Time Warner and Sony shall use their reasonable efforts to cause to be delivered to CDnow a letter of Ernst & Young LLP, Columbia House's independent auditors, dated a date within two business days before the date on which the Form S-4 shall become effective and addressed to CDnow, in form and substance reasonably satisfactory to CDnow and customary in scope and substance for comfort letters delivered by independent public accountants in connection with registration statements similar to the Form S-4. (g) Time Warner and Sony shall use their reasonable efforts to cause to be delivered to Holdco as soon as practicable following the date of this Agreement combined financial statements for MCo, VCo, Columbia House, Columbia House Mexico and Columbia House Canada that comply with the requirements of Items 14(e), (f) and (g) of Form S-4 under the Securities Act, duly call, give notice of, convene and hold a meeting of its stock- holders (the "JPFI Stockholders Meeting") in accordance with the DGCL for the purpose of obtaining the JPFI Stockholder Ap- proval and shall, through its Board of Directors, recommend to be included in its stockholders the Proxy Statement approval and adoption of this Agreement, the Merger and the Form S-4other transactions contemplated hereby. (d) JPFI and RSI will use best efforts to hold the RSI Stockholders Meeting and the JPFI Stockholders Meeting on the same date and as soon as reasonably practicable after the date hereof.

Additional Agreements. SECTION 8.01. 6.1 Preparation of the Form S-4 Proxy Statement and the Proxy StatementForm S-4; Shareholders MeetingAccountant's Letters. (a) As soon as practicable following the date of this Agreement, CDnow, Holdco, Time Warner hereof: (i) Company and Sony Parent shall jointly prepare and CDnow shall file with the SEC the Proxy Statement for inclusion in preliminary form and CDnow, Holdco, Time Warner and Sony shall jointly prepare and Holdco shall file with the SEC the Form S-4, as soon as practicable after the date hereof, a proxy statement (the "Proxy Statement") relating to the Merger and the Share Issuance in which accordance with the Exchange Act and the rules and regulations under the Exchange Act, with respect to the transactions contemplated by this Agreement. Company, Parent and Purchaser shall cooperate with each other in the preparation of the Proxy Statement will be included as a prospectus, Statement. Company and each of CDnow, Holdco, Time Warner and Sony Parent shall use its all reasonable efforts to respond as promptly as practicable to any comments of made by the SEC with respect theretoto the Proxy Statement, and to cause the Proxy Statement to be mailed to the stockholders of Company and Parent at the earliest practicable date after the Form S-4 is declared effective by the SEC. (ii) Parent shall prepare and file with the SEC, as soon as practicable after the date hereof, the Form S-4. Each of CDnow, Holdco, Time Warner Company and Sony Parent shall use its all reasonable efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. CDnow shall use its reasonable efforts to cause the Proxy Statement to be mailed to CDnow's shareholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Holdco Parent also shall take any action (other than qualifying to do business in any jurisdiction in which CDnow or Columbia House are it is not now so qualified) required to be taken under any applicable state securities laws in connection with the issuance of Holdco Parent Common Stock in the Transactions and under CDnow Stock Plans and CDnow WarrantsMerger, and CDnow Company shall furnish all information concerning CDnow Company and the holders of CDnow Common Stock and rights to acquire CDnow Common Stock pursuant to CDnow Stock Plans and CDnow Warrants the Shares as may be reasonably requested in connection with any such action. The parties shall notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or the Form S-4 or for additional information and shall supply each other with copies of all correspondence between any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement, the Form S-4 or the Transactions. No filing of, or amendment or supplement to, the Form S-4 will be made by Holdco, or the Proxy Statement will be made by CDnow, without providing each of Time Warner and Sony the opportunity to review and comment thereon and receiving the prior approval thereof of each of Time Warner and Sony. (b) If at any time prior to the Effective Time any event with respect to CDnow or any CDnow Subsidiary or with respect to other information supplied by CDnow for inclusion in the Proxy Statement or the Form S-4 shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Form S-4, CDnow shall promptly notify Time Warner and Sony of such event, and CDnow and Holdco shall cooperate with Time Warner and Sony in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and Form S-4 and, as required by Law, in disseminating the information contained in such amendment or supplement to CDnow's shareholders. (c) If at any time prior to the Effective Time any event with respect to any of the Columbia House Entities or any of the Columbia House Subsidiaries, or with respect to any other information supplied by Time Warner or Sony for inclusion in the Proxy Statement or the Form S-4, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Form S-4, Time Warner or Sony, as the case may be, shall promptly notify CDnow of such event, and Time Warner and Sony shall cooperate with CDnow and Holdco in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and the Form S-4 and, as required by Law, in disseminating the information contained in such amendment or supplement to CDnow's shareholders. (d) CDnow shall, as soon as practicable following the date of this Agreement, establish a record date (which shall be as soon as practicable following the date of this Agreement) for, and duly call, give notice of, convene and hold, a meeting of its shareholders (the "CDnow Shareholders Meeting") for the purpose of obtaining the CDnow Shareholder Approval. CDnow Company shall use its reasonable efforts to cause the Proxy Statement to be mailed to CDnow's shareholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act. CDnow shall, through the CDnow Board, recommend to its shareholders that they give the CDnow Shareholder Approval. Without limiting the generality of the foregoing, CDnow agrees that its obligations pursuant to this Section 8.01(d) shall not be affected by the commencement, public proposal, public disclosure or communication to CDnow of any CDnow Takeover Proposal. (e) CDnow shall use its reasonable best efforts to cause to be delivered to Time Warner and Sony Parent a letter of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Ernst & Young LLP, CDnowCompany's independent auditorspublic accountants, dated a date within two business days before the date on which the Form S-4 shall become effective, and a letter of Ernst & Young LLP, dated a date within two business days before the Closing Date, each addressed to Parent, in form and substance reasonably satisfactory to Parent and customary in scope and substance for letters delivered by independent accountants in connection with registration statements similar to the Form S-4. (c) Parent shall use its best efforts to cause to be delivered to Company a letter of KPMG Peat Marwick LLP, Parent's independent public accountants, dated a date within two business days before the date on which the Form S-4 shall become effective and a letter of KPMG Peat Marwick LLP, dated a date within two business days before the Closing Date, each addressed to Time Warner and SonyCompany, in form and substance reasonably satisfactory to Time Warner and Sony Company and customary in scope and substance for comfort letters delivered by independent public accountants in connection with registration statements similar to the Form S-4. (f) Time Warner and Sony shall use their reasonable efforts to cause to be delivered to CDnow a letter of Ernst & Young LLP, Columbia House's independent auditors, dated a date within two business days before the date on which the Form S-4 shall become effective and addressed to CDnow, in form and substance reasonably satisfactory to CDnow and customary in scope and substance for comfort letters delivered by independent public accountants in connection with registration statements similar to the Form S-4. (g) Time Warner and Sony shall use their reasonable efforts to cause to be delivered to Holdco as soon as practicable following the date of this Agreement combined financial statements for MCo, VCo, Columbia House, Columbia House Mexico and Columbia House Canada that comply with the requirements of Items 14(e), (f) and (g) of Form S-4 under the Securities Act, to be included in the Proxy Statement and the Form S-4.

Additional Agreements. SECTION 8.014.1 Conduct of Business of Adirondack. Preparation of Between the Form S-4 date hereof and the Proxy Statement; Shareholders Meeting.Closing Date, except as contemplated or permitted by this Agreement, Adirondack shall conduct its business and shall cause the Bank to conduct its business in the usual and ordinary course consistent in all material respects with prudent banking practices. Without limiting the foregoing, without the prior written consent of CNB, which consent shall not be unreasonably withheld (provided that CNB shall respond to a request for a consent within five business days): (a) As soon as practicable following the date of this Agreement, CDnow, Holdco, Time Warner and Sony shall jointly prepare and CDnow shall file with the SEC the Proxy Statement in preliminary form and CDnow, Holdco, Time Warner and Sony shall jointly prepare and Holdco shall file with the SEC the Form S-4, in which the Proxy Statement will be included as a prospectusAdirondack shall, and each of CDnow, Holdco, Time Warner and Sony shall use its reasonable efforts to respond as promptly as practicable to any comments of the SEC with respect thereto. Each of CDnow, Holdco, Time Warner and Sony shall use its reasonable efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. CDnow shall use its reasonable efforts to cause the Proxy Statement to be mailed to CDnow's shareholders as promptly as practicable after Bank to, make no changes in their respective charter or bylaws, the Form S-4 is declared effective under the Securities Act. Holdco shall take any action number of issued and outstanding shares (other than qualifying to do business in any jurisdiction in which CDnow or Columbia House are not now so qualified) required to be taken under any applicable state securities laws in connection with the issuance of Holdco Common Stock in the Transactions and up to 1,000 shares that may be issued under CDnow Stock Plans and CDnow Warrants, and CDnow shall furnish all information concerning CDnow Adirondack's 401(k) Plan and the holders issuance of CDnow Common Stock and rights to acquire CDnow Common Stock pursuant to CDnow Stock Plans and CDnow Warrants as may be reasonably requested in connection with any such action. The parties shall notify each other promptly of shares under the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or the Form S-4 or for additional information and shall supply each other with copies of all correspondence between any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement, the Form S-4 or the Transactions. No filing of, or amendment or supplement to, the Form S-4 will be made by HoldcoAdirondack Option Plan), or the Proxy Statement will be made by CDnow, without providing each number of Time Warner and Sony options except for changes resulting from the opportunity to review and comment thereon and receiving the prior approval thereof exercise of each of Time Warner and Sony.existing Options in accordance with their terms; (b) If at any time prior to Adirondack shall, and shall cause the Effective Time any event with respect to CDnow or any CDnow Subsidiary or with respect to other information supplied by CDnow for inclusion in the Proxy Statement or the Form S-4 shall occur which is required to be described in an amendment of, or a supplement Bank to, not increase the Proxy Statement compensation of their directors, officers or the Form S-4, CDnow shall promptly notify Time Warner and Sony of such event, and CDnow and Holdco shall cooperate with Time Warner and Sony in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and Form S-4 and, as required by Law, in disseminating the information contained in such amendment or supplement to CDnow's shareholdersemployees. (c) If at Adirondack shall, and shall cause the Bank to, make no loan for $150,000 or more (including aggregation of loans to any time prior one customer or related entities) except for loans currently committed to be made pursuant to written commitment letters, and Adirondack shall, and shall cause the Effective Time any event Bank to, make no other loans, or renewals or restructuring of loans except in the ordinary course of business and consistent in all material respects with prudent banking practices and policies and applicable rules and regulations of federal or state banking agencies ("Regulatory Authorities") with respect to any amount, terms, security and quality of the Columbia House Entities or any of the Columbia House Subsidiaries, or with respect to any other information supplied by Time Warner or Sony for inclusion in the Proxy Statement or the Form S-4, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Form S-4, Time Warner or Sony, as the case may be, shall promptly notify CDnow of such event, and Time Warner and Sony shall cooperate with CDnow and Holdco in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and the Form S-4 and, as required by Law, in disseminating the information contained in such amendment or supplement to CDnowborrower's shareholders.credit; (d) CDnow Adirondack shall not declare or pay any stock dividend, cash dividend or other distribution without the prior written consent of CNB; (e) Adirondack shall, and shall cause the Bank to, use their best efforts to maintain their present insurance coverage in respect of their respective properties and businesses; (f) Adirondack shall, and shall cause the Bank to, make no significant changes, outside the ordinary course of business, in the general nature of the business conducted by Adirondack and the Bank, including but not limited to the investment or use of their assets, the liabilities they incur, or the facilities they operate; (g) Adirondack shall, and shall cause the Bank to, not enter into any employment, consulting or other similar agreements (other than consulting or employment agreements pursuant to Section 4.1(n)) that isnot terminable on 30 days' notice or less without penalty; (h) Adirondack shall, and shall cause the Bank to, not take any action that would result in a termination, partial termination, curtailment, discontinuance or merger into another plan or trust of any Adirondack Benefit Plan, except as provided in this Agreement; (i) Adirondack shall, and shall cause the Bank to, timely file or extend all required tax returns with all applicable taxing authorities and will not make any application for or consent to any extension of time for filing any tax return or any extension of the period of limitations applicable thereto; (j) Except as already reflected in the Financial Statements, Adirondack shall, and shall cause the Bank to, not make any expenditure for fixed assets in excess of $10,000 for any single item, or $25,000 in the aggregate, or enter into any lease of fixed assets; (k) Adirondack shall, and shall cause the Bank to, not incur any liabilities or obligations, make any commitments or disbursements, acquire or dispose of any property or asset, make any contract or agreement, or engage in any transaction, except in the ordinary course consistent in all material respects with prudent banking practices; (l) Adirondack shall, and shall cause the Bank to, only purchase or invest in instruments permitted by the Bank's investment policy, including, but not limited to, obligations of the government of the United States, agencies of the United States or mortgage-backed securities, and to not execute individual investment transactions of greater than $2,000,000 in principal amount; (m) Adirondack shall, and shall cause the Bank to, make no changes of a material nature in their accounting procedures, methods, policies or practices or the manner in which they conduct their businesses and maintain their records, except as may be required by applicable law or regulation; (n) Subject to the approval of the selection of and the terms of the engagement thereof by CNB, Adirondack and the Bank shall, as soon as practicable reasonably possible following the date execution of this Agreement, establish a record date engage consultants or employees to assist in the management of Adirondack and the Bank pending the Closing Date, provided that the terms of the engagements shall provide that agreement to provide such services are cancelable upon the expiration of one year and shall provide for compensation not to exceed $60,000 per annum plus usual and customary business expense reimbursement; and (which shall be as soon as practicable following o) Subject to and only upon the date receipt of this Agreement) forthe prior written approval of CNB, and duly call, give notice of, convene and hold, a meeting of its shareholders (the "CDnow Shareholders Meeting") for the purpose of obtaining the CDnow Shareholder Approval. CDnow shall use its reasonable efforts to cause the Proxy Statement to be mailed to CDnow's shareholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act. CDnow shall, through the CDnow Board, recommend Adirondack may propose to its shareholders that they give the CDnow Shareholder Approval. Without limiting the generality of the foregoingstockholders, CDnow agrees that its obligations pursuant to this Section 8.01(d) shall not be affected by the commencement, public proposal, public disclosure or communication to CDnow of any CDnow Takeover Proposal. (e) CDnow shall use its reasonable efforts to cause to be delivered to Time Warner and Sony a letter of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, CDnow's independent auditors, dated a date within two business days before the date on which the Form S-4 shall become effective and addressed to Time Warner and Sony, in form and substance reasonably satisfactory to Time Warner and Sony and customary in scope and substance for comfort letters delivered by independent public accountants in connection with registration statements similar the approval of the Agreement as required by Section 4.4 hereof, that the Adirondack Option Plan and Recognition and Retention Plan be amended to provide for the Form S-4acceleration of the vesting of all outstanding options granted under the Adirondack Option Plan and awards of Adirondack Shares made under Recognition and Retention Plan upon the Closing. 4.2 Conduct of Business of CNB. Between the date hereof and the Closing Date, the business of CNB shall be conducted (f) Time Warner and Sony CNB shall use their reasonable efforts to cause the business of its Subsidiaries to be delivered to CDnow a letter of Ernst & Young LLP, Columbia House's independent auditors, dated a date within two business days before the date on which the Form S-4 shall become effective and addressed to CDnow, conducted) in form and substance reasonably satisfactory to CDnow and customary in scope and substance for comfort letters delivered by independent public accountants in connection all material respects consistent with registration statements similar to the Form S-4prudent banking. (g) Time Warner and Sony shall use their reasonable efforts to cause to be delivered to Holdco as soon as practicable following the date of this Agreement combined financial statements for MCo, VCo, Columbia House, Columbia House Mexico and Columbia House Canada that comply with the requirements of Items 14(e), (f) and (g) of Form S-4 under the Securities Act, to be included in the Proxy Statement and the Form S-4.

Additional Agreements. SECTION 8.01. Preparation (i) During the Standstill Period, AK and the MRMP Stockholders agree that they will (A) be present for quorum purposes at any annual or special meeting of the Form S-4 Company’s stockholders, and (B) vote or cause to be voted (including in any action by written consent) all shares of the Company Common Stock beneficially owned, or deemed to be beneficially owned (as determined under Rule 13d-3 promulgated under the Exchange Act), and entitled to vote as of the record date, by AK and the Proxy Statement; Shareholders MeetingMRMP Stockholders in favor of the slate of directors recommended by the Board. (aii) As soon as practicable following From the date of this AgreementSigning Date and during the Standstill Period, CDnow, Holdco, Time Warner AK and Sony shall jointly prepare and CDnow shall file the MRMP Stockholders will grant the Company an irrevocable proxy to vote such shares in accordance with the SEC voting obligations set forth in this Term Sheet. (iii) During the Proxy Statement in preliminary form Standstill Period, the MRMP Stockholders shall have the right to designate up to two (2) persons, inclusive initially of DW and CDnowLN, Holdco, Time Warner and Sony shall jointly prepare and Holdco shall file with the SEC the Form S-4, in which the Proxy Statement will be included to serve as a prospectusdirector on the Board (together, the “Sherwood Designees,” and each each, a “Sherwood Designee”); provided, that, such Sherwood Designee shall, (A) qualify as an “independent director” under the applicable rules of CDnow, Holdco, Time Warner the NYSE and Sony shall use its reasonable efforts to respond as promptly as practicable to any comments the rules and regulations of the SEC with respect thereto. Each of CDnow, Holdco, Time Warner and Sony shall use its reasonable efforts to have (B) satisfy the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. CDnow shall use its reasonable efforts to cause the Proxy Statement to be mailed to CDnow's shareholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Holdco shall take any action (other than qualifying to do business in any jurisdiction in which CDnow or Columbia House are not now so qualified) required to be taken under any applicable state securities laws in connection with the issuance of Holdco Common Stock in the Transactions guidelines and under CDnow Stock Plans and CDnow Warrants, and CDnow shall furnish all information concerning CDnow and the holders of CDnow Common Stock and rights to acquire CDnow Common Stock pursuant to CDnow Stock Plans and CDnow Warrants as may be reasonably requested in connection with any such action. The parties shall notify each other promptly policies of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or the Form S-4 or for additional information and shall supply each other with copies of all correspondence between any of its representatives, on the one hand, and the SEC or its staff, on the other hand, Company with respect to service on the Proxy StatementBoard applicable to all non-management directors; provided, further, that only one (1) such Sherwood Designee may be an Affiliate of the Form S-4 or the Transactions. No filing of, or amendment or supplement to, the Form S-4 will be made by Holdco, or the Proxy Statement will be made by CDnow, without providing each of Time Warner and Sony the opportunity to review and comment thereon and receiving the prior approval thereof of each of Time Warner and SonyMRMP Stockholders. (biv) If If, at any time prior to the Effective Time expiration of the Standstill Period, any event with respect of the Sherwood Designees are unable or unwilling to CDnow or any CDnow Subsidiary or with respect to other information supplied by CDnow for inclusion in the Proxy Statement or the Form S-4 shall occur which is required to be described in an amendment of, or serve as a supplement todirector, the Proxy Statement or MRMP Stockholders, for so long as they maintain at least 50% of their current ownership of Common Stock as of the Form S-4Signing Date, CDnow shall promptly notify Time Warner and Sony of such event, and CDnow and Holdco shall cooperate with Time Warner and Sony in have the prompt filing with the SEC of any necessary amendment or supplement right to propose to the Proxy Statement Company a replacement director with relevant financial and Form S-4 andbusiness experience, as required by Law, in disseminating who shall be subject to the information contained in such amendment or supplement to CDnow's shareholdersreasonable approval of the Board. (cv) If If, at any time prior to the Effective Time any event with respect to any expiration of the Columbia House Entities Standstill Period, AK is unable or any unwilling to serve as a director, AK, for so long as him and his affiliates maintain at least 50% of their current ownership of Common Stock as of the Columbia House Subsidiaries, or with respect to any other information supplied by Time Warner or Sony for inclusion in date of the Proxy Statement or the Form S-4Term Sheet, shall occur which is required have the right to be described in an amendment of, or a supplement to, the Proxy Statement or the Form S-4, Time Warner or Sony, as the case may be, shall promptly notify CDnow of such event, and Time Warner and Sony shall cooperate with CDnow and Holdco in the prompt filing with the SEC of any necessary amendment or supplement propose to the Proxy Statement Company replacement director for himself with relevant financial and business experience, who shall be subject to the Form S-4 and, as required by Law, in disseminating reasonable approval of the information contained in such amendment or supplement to CDnow's shareholdersBoard. ▇▇ further agrees that he will not stand for re-election if his current ownership of Common Stock (excluding his Affiliates) falls below 5.0%. (dvi) CDnow shallIf, as soon as practicable following at any time prior to the date of this Agreement, establish a record date (which shall be as soon as practicable following the date of this Agreement) for, and duly call, give notice of, convene and hold, a meeting of its shareholders (the "CDnow Shareholders Meeting") for the purpose of obtaining the CDnow Shareholder Approval. CDnow shall use its reasonable efforts to cause the Proxy Statement to be mailed to CDnow's shareholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act. CDnow shall, through the CDnow Board, recommend to its shareholders that they give the CDnow Shareholder Approval. Without limiting the generality expiration of the foregoingStandstill Period, CDnow agrees that its obligations pursuant JH or KG is unable or unwilling to this Section 8.01(d) serve as a director, the remaining Board will identify a mutually acceptable qualified fifth board candidate. Each of AK and the MRMP Stockholders shall not be affected by have the commencementability to recommend candidates to replace JH or KG, public proposal, public disclosure or communication to CDnow of any CDnow Takeover Proposal. (e) CDnow shall use its reasonable efforts to cause to be delivered to Time Warner and Sony a letter of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, CDnow's independent auditors, dated a date within two business days before the date on which the Form S-4 shall become effective and addressed to Time Warner and Sony, in form and substance reasonably satisfactory to Time Warner and Sony and customary in scope and substance for comfort letters delivered by independent public accountants in connection with registration statements similar subject to the Form S-4final approval of the Board. (f) Time Warner and Sony shall use their reasonable efforts to cause to be delivered to CDnow a letter of Ernst & Young LLP, Columbia House's independent auditors, dated a date within two business days before the date on which the Form S-4 shall become effective and addressed to CDnow, in form and substance reasonably satisfactory to CDnow and customary in scope and substance for comfort letters delivered by independent public accountants in connection with registration statements similar to the Form S-4. (g) Time Warner and Sony shall use their reasonable efforts to cause to be delivered to Holdco as soon as practicable following the date of this Agreement combined financial statements for MCo, VCo, Columbia House, Columbia House Mexico and Columbia House Canada that comply with the requirements of Items 14(e), (f) and (g) of Form S-4 under the Securities Act, to be included in the Proxy Statement and the Form S-4.

Additional Agreements. SECTION 8.01. Preparation of the Form S-4 and the Proxy Statement5.1 RECOMMENDATION; Shareholders MeetingPREPARATION OF PROXY STATEMENT; THE COMPANY STOCKHOLDERS MEETING. (a) As The Company shall, through the Company Board, recommend to its stockholders that they accept the Offer and tender all of their shares of Company Common Stock to Merger Sub and vote in favor of adoption of this Agreement; PROVIDED, HOWEVER, that the Company Board may withdraw or modify such recommendation (and its declaration of the advisability of this Agreement) to the extent that the Company Board determines in good faith to do so consistent with the exercise of its fiduciary duties (after consulting with outside legal counsel and, if appropriate, its outside financial advisor, and other than in connection with a Transaction Proposal) or as permitted under Section 5.4. Except as provided in Section 5.4, if required by the DGCL or the Company's Organizational Documents in order to consummate the Merger, the Company shall, as soon as practicable following the acquisition by Merger Sub of the shares of the Company Common Stock pursuant to the Offer, duly call, give notice of, convene and hold a meeting of its stockholders (the "COMPANY STOCKHOLDERS MEETING") for the purpose of obtaining the Required Company Vote. Parent and Merger Sub shall vote or cause to be voted all the shares of Company Common Stock owned of record by Parent, Merger Sub or any of Parent's other Subsidiaries in favor of the approval of the Merger and adoption of this Agreement. After the date hereof and prior to the expiration of the Offer, Parent shall not purchase, offer to purchase, or enter into any contract, agreement or understanding regarding the purchase of shares of Company Common Stock, except pursuant to the terms of the Offer and the Merger. (b) Notwithstanding the preceding paragraph or any other provision of this Agreement, CDnowin the event Parent, HoldcoMerger Sub or any other Subsidiary of Parent shall beneficially own, Time Warner in the aggregate, at least 90% of the outstanding shares of the Company Common Stock, the Company shall not be required to call the Company Stockholders Meeting or to file or mail the Proxy Statement, and Sony the parties hereto shall, at the request of Parent or the Company and subject to Article VI, take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the acceptance for payment of and payment for shares of the Company Common Stock by Merger Sub pursuant to the Offer without a meeting of stockholders of the Company in accordance with Section 253 of the DGCL. (c) If required by applicable law, as soon as practicable following Parent's request, the Company and Parent shall jointly prepare and CDnow shall file with the SEC the Proxy Statement in preliminary form and CDnow, Holdco, Time Warner and Sony shall jointly prepare and Holdco shall file with the SEC the Form S-4, in which the Proxy Statement will be included as a prospectus, and each of CDnow, Holdco, Time Warner and Sony shall use its reasonable efforts to respond as promptly as practicable to any comments of the SEC with respect theretoStatement. Each of CDnow, Holdco, Time Warner the Company and Sony Parent shall use its reasonable efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. CDnow shall use its reasonable efforts to cause the Proxy Statement to be mailed to CDnowthe Company's shareholders stockholders, as promptly as practicable after practicable. The Company shall use its reasonable best efforts to obtain and furnish the Form S-4 is declared effective under the Securities Act. Holdco shall take any action (other than qualifying to do business in any jurisdiction in which CDnow or Columbia House are not now so qualified) information required to be taken under any applicable state securities laws in connection with the issuance of Holdco Common Stock in the Transactions and under CDnow Stock Plans and CDnow Warrants, and CDnow shall furnish all information concerning CDnow and the holders of CDnow Common Stock and rights to acquire CDnow Common Stock pursuant to CDnow Stock Plans and CDnow Warrants as may be reasonably requested in connection with any such action. The parties shall notify each other promptly of the receipt of any comments from the SEC or its staff and of any request included by the SEC or its staff for amendments or supplements to the Proxy Statement or the Form S-4 or for additional information and shall supply each other with copies of all correspondence between any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement, the Form S-4 or the Transactions. No filing of, or amendment or supplement to, the Form S-4 will be made by Holdco, or the Proxy Statement will be made by CDnow, without providing each of Time Warner and Sony the opportunity to review and comment thereon and receiving the prior approval thereof of each of Time Warner and Sony. (b) If at any time prior to the Effective Time any event with respect to CDnow or any CDnow Subsidiary or with respect to other information supplied by CDnow for inclusion it in the Proxy Statement or the Form S-4 and, after consultation with Parent, shall occur which is required respond promptly to be described in an amendment of, or a supplement to, the Proxy Statement or the Form S-4, CDnow shall promptly notify Time Warner and Sony any comments of such event, and CDnow and Holdco shall cooperate with Time Warner and Sony in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and Form S-4 and, as required by Law, in disseminating the information contained in such amendment or supplement to CDnow's shareholders. (c) If at any time prior to the Effective Time any event with respect relating to any of preliminary proxy statement regarding the Columbia House Entities or any of the Columbia House Subsidiaries, or with respect to any other information supplied by Time Warner or Sony for inclusion in the Proxy Statement or the Form S-4, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Form S-4, Time Warner or Sony, as the case may be, shall promptly notify CDnow of such event, and Time Warner and Sony shall cooperate with CDnow and Holdco in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement Merger and the Form S-4 and, as required other transactions contemplated by Law, in disseminating the information contained in such amendment or supplement to CDnow's shareholders. (d) CDnow shall, as soon as practicable following the date of this Agreement, establish a record date (which shall be as soon as practicable following the date of this Agreement) for, Agreement and duly call, give notice of, convene and hold, a meeting of its shareholders (the "CDnow Shareholders Meeting") for the purpose of obtaining the CDnow Shareholder Approval. CDnow shall use its reasonable efforts to cause the Proxy Statement to be mailed to CDnow's shareholders as promptly as its stockholders, all at the earliest practicable after time. The Company, acting through its Board of Directors, shall include in the Form S-4 is declared effective under Proxy Statement the Securities Act. CDnow shall, through the CDnow Board, recommend to recommendation of its shareholders Board of Directors that they give the CDnow Shareholder Approval. Without limiting the generality stockholders of the foregoing, CDnow agrees that its obligations pursuant to Company vote in favor of the approval and adoption of this Section 8.01(d) shall not be affected by Agreement and the commencement, public proposal, public disclosure or communication to CDnow of any CDnow Takeover Proposal. (e) CDnow Merger. The Company shall use its reasonable best efforts to cause solicit from stockholders of the Company proxies in favor of such approval and adoption and shall take all other actions necessary or advisable to secure the vote or consent of the Company's stockholders required by the DGCL to effect the Merger. All obligations of the Company in this Section 5.1(c) shall be delivered to Time Warner and Sony a letter of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, CDnow's independent auditors, dated a date within two business days before the date on which the Form S-4 shall become effective and addressed to Time Warner and Sony, in form and substance reasonably satisfactory to Time Warner and Sony and customary in scope and substance for comfort letters delivered by independent public accountants in connection with registration statements similar subject to the Form S-4Company's rights under Section 5.4. (f) Time Warner and Sony shall use their reasonable efforts to cause to be delivered to CDnow a letter of Ernst & Young LLP, Columbia House's independent auditors, dated a date within two business days before the date on which the Form S-4 shall become effective and addressed to CDnow, in form and substance reasonably satisfactory to CDnow and customary in scope and substance for comfort letters delivered by independent public accountants in connection with registration statements similar to the Form S-4. (g) Time Warner and Sony shall use their reasonable efforts to cause to be delivered to Holdco as soon as practicable following the date of this Agreement combined financial statements for MCo, VCo, Columbia House, Columbia House Mexico and Columbia House Canada that comply with the requirements of Items 14(e), (f) and (g) of Form S-4 under the Securities Act, to be included in the Proxy Statement and the Form S-4.

Additional Agreements. SECTION 8.015.01. Preparation of the Form S-4 and the Joint Proxy Statement; Shareholders MeetingStockholders Meetings. (a) As soon as practicable following the date of this Agreement, CDnow, Holdco, Time Warner MS and Sony DWD shall jointly prepare and CDnow shall file with the SEC the Joint Proxy Statement in preliminary form and CDnow, Holdco, Time Warner and Sony DWD shall jointly prepare and Holdco shall file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus, and each of CDnow, Holdco, Time Warner and Sony shall use its reasonable efforts to respond as promptly as practicable to any comments of the SEC with respect thereto. Each of CDnow, Holdco, Time Warner MS and Sony DWD shall use its reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. CDnow shall MS will use its reasonable all best efforts to cause the Joint Proxy Statement to be mailed to CDnowMS's shareholders stockholders, and DWD will use all best efforts to cause the Joint Proxy Statement to be mailed to DWD's stockholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Holdco DWD shall also take any action (other than qualifying to do business in any jurisdiction in which CDnow or Columbia House are it is not now so qualifiedqualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the issuance of Holdco DWD Common Stock and DWD Preferred Stock in the Transactions Merger and under CDnow Stock Plans and CDnow Warrants, and CDnow MS shall furnish all information concerning CDnow MS and the holders of CDnow MS Common Stock and rights to acquire CDnow Common Stock pursuant to CDnow Stock Plans and CDnow Warrants as may be reasonably requested in connection with any such action. The parties shall notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or the Form S-4 or for additional information and shall supply each other with copies of all correspondence between any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement, the Form S-4 or the Transactions. No filing of, or amendment or supplement to, the Form S-4 will be made by Holdco, or the Joint Proxy Statement will be made by CDnow, DWD without providing each of Time Warner and Sony MS the opportunity to review and comment thereon. DWD will advise MS, promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the DWD Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement or the Form S-4 or comments thereon and receiving responses thereto or requests by the prior approval thereof of each of Time Warner and Sony. (b) SEC for additional information. If at any time prior to the Effective Time any event with respect information relating to CDnow MS or DWD, or any CDnow Subsidiary of their respective affiliates, officers or with respect to other information supplied directors, should be discovered by CDnow for inclusion in the Proxy Statement MS or the Form S-4 shall occur DWD which is required to should be described set forth in an amendment of, or a supplement to, the Proxy Statement or the Form S-4, CDnow shall promptly notify Time Warner and Sony of such event, and CDnow and Holdco shall cooperate with Time Warner and Sony in the prompt filing with the SEC of any necessary amendment or supplement to any of the Proxy Statement and Form S-4 andor the Joint Proxy Statement, as required by Lawso that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in disseminating light of the circumstances under which they were made, not misleading, the party which discovers such information contained in such shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to CDnow's shareholdersthe extent required by law, disseminated to the stockholders of MS and DWD. (cb) If at any time prior to the Effective Time any event with respect to any of the Columbia House Entities or any of the Columbia House Subsidiaries, or with respect to any other information supplied by Time Warner or Sony for inclusion in the Proxy Statement or the Form S-4, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Form S-4, Time Warner or Sony, as the case may be, shall promptly notify CDnow of such event, and Time Warner and Sony shall cooperate with CDnow and Holdco in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and the Form S-4 and, as required by Law, in disseminating the information contained in such amendment or supplement to CDnow's shareholders. (d) CDnow MS shall, as soon as practicable following the date of this Agreement, establish a record date (which shall be as soon as practicable following the date of this Agreement) for, and duly call, give notice of, convene and hold, hold a meeting of its shareholders stockholders (the "CDnow Shareholders MS Stockholders Meeting") for the purpose of obtaining the CDnow Shareholder Approval. CDnow shall use its reasonable efforts to cause the Proxy Statement to be mailed to CDnow's shareholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act. CDnow MS Stockholder Approval and shall, through the CDnow Boardits Board of Directors, recommend to its shareholders that they give stockholders the CDnow Shareholder Approvalapproval and adoption of this Agreement, the Merger and the other transactions contemplated hereby. Without limiting the generality of the foregoingforegoing but subject to its rights to terminate this Agreement pursuant to Section 4.02(b), CDnow MS agrees that its obligations pursuant to the first sentence of this Section 8.01(d5.01(b) shall not be affected by the commencement, public proposal, public disclosure or communication to CDnow MS of any CDnow MS Takeover Proposal. (ec) CDnow shall use its reasonable efforts to cause to be delivered to Time Warner and Sony a letter of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLPDWD shall, CDnow's independent auditors, dated a date within two business days before the date on which the Form S-4 shall become effective and addressed to Time Warner and Sony, in form and substance reasonably satisfactory to Time Warner and Sony and customary in scope and substance for comfort letters delivered by independent public accountants in connection with registration statements similar to the Form S-4. (f) Time Warner and Sony shall use their reasonable efforts to cause to be delivered to CDnow a letter of Ernst & Young LLP, Columbia House's independent auditors, dated a date within two business days before the date on which the Form S-4 shall become effective and addressed to CDnow, in form and substance reasonably satisfactory to CDnow and customary in scope and substance for comfort letters delivered by independent public accountants in connection with registration statements similar to the Form S-4. (g) Time Warner and Sony shall use their reasonable efforts to cause to be delivered to Holdco as soon as practicable following the date of this Agreement, duly call, give notice of, convene and hold a meeting of its stockholders (the "DWD Stockholders Meeting") for the purpose of obtaining the DWD Stockholder Approval and shall, through its Board of Directors, recommend to its stockholders the approval and adoption of this Agreement, the Merger and the other transactions contemplated hereby. Without limiting the generality of the foregoing but subject to its rights to terminate this Agreement combined financial statements for MCo, VCo, Columbia House, Columbia House Mexico and Columbia House Canada that comply with the requirements of Items 14(epursuant to Section 4.03(b), DWD agrees that its obligations pursuant to the first sentence of this Section 5.01(c) shall not be affected by the commencement, public proposal, public disclosure or commencement to DWD of any DWD Takeover Proposal. (fd) DWD and (g) of Form S-4 under MS will use best efforts to hold the Securities Act, to be included in the Proxy Statement MS Stockholders Meeting and the Form S-4DWD Stockholders Meeting on the same date and as soon as practicable after the date hereof.

Additional Agreements. SECTION 8.01. Preparation of the Form 5.1 STOCKHOLDER APPROVAL; PREPARATION AND FILING OF THE S-4 and the Proxy Statement; Shareholders MeetingAND JOINT PROXY STATEMENT/PROSPECTUS. (a) As Each of the Company and Parent acting through their respective Boards of Directors, shall, subject to and in accordance with applicable law and their respective charter documents, duly call, give notice of, convene and hold as soon as practicable following the date on which the S-4 becomes effective their respective Stockholder Meetings for the purpose of, in the case of the Company, approving and adopting this Agreement and, in the case of Parent, approving the Share Issuance. The Company, acting through its Board of Directors, shall, subject to SECTION 8.2, (i) recommend approval and adoption of this AgreementAgreement and the transactions contemplated hereby by the stockholders of the Company and include in the Joint Proxy Statement/Prospectus such recommendation (the "COMPANY RECOMMENDATION") and (ii) take all reasonable and lawful action to solicit and obtain such approval. Parent, CDnowacting through its Board of Directors, Holdcoshall (i) recommend approval of the Share Issuance and include in the Joint Proxy Statement/Prospectus such recommendation (the "PARENT RECOMMENDATION") and (ii) take all reasonable and lawful action to solicit and obtain such approval. Each of the Company and Parent shall use all reasonable efforts to hold the Stockholder Meetings on the same date and as soon as practicable after the date upon which the S-4 becomes effective. (b) As soon as practicable after the date hereof, Time Warner Parent and Sony shall jointly the Company shall, in consultation with each other, prepare and CDnow shall file with the SEC the Joint Proxy Statement Statement/Prospectus for use in preliminary form connection with the solicitation of proxies from the Company's stockholders in favor of the adoption and CDnowapproval of this Agreement and the approval of the Merger and from Parent's stockholders in favor of adoption and approval of the Share Issuance at their respective Stockholder Meetings, Holdcoand Parent, Time Warner and Sony in consultation with the Company, shall jointly prepare and Holdco shall file with the SEC the Form S-4, S-4 for the offer and sale of the Parent Common Stock pursuant to the Merger and in which the Joint Proxy Statement Statement/Prospectus will be included as a prospectus, and each of CDnow, Holdco, Time Warner and Sony shall use its reasonable efforts to respond as promptly as practicable to any comments of the SEC with respect thereto. Each of CDnowParent and the Company shall provide promptly to the other such information concerning its business and financial statements and affairs as, Holdcoin the reasonable judgment of the providing party or its counsel, Time Warner may be required or appropriate for inclusion in the Joint Proxy Statement/Prospectus and Sony the S-4, or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with the other's counsel and auditors in the preparation of the Joint Proxy Statement/Prospectus and the S-4. Each of Parent and the Company shall use its all commercially reasonable efforts to have the Form S-4 declared or ordered effective under the Securities Act as promptly as practicable after such filingfiling with the SEC. CDnow The Company shall use its all commercially reasonable efforts to cause the Joint Proxy Statement Statement/Prospectus to be mailed to CDnowthe Company's shareholders stockholders as promptly as practicable after the Form S-4 is declared or ordered effective under the Securities Act. Holdco Parent shall use all commercially reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to Parent's stockholders as promptly as practicable after the S-4 is declared or ordered effective under the Securities Act. Parent shall also take any action (other than qualifying to do business in any jurisdiction in which CDnow or Columbia House are it is not now so qualifiedqualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the issuance of Holdco Parent Common Stock in the Transactions Merger and under CDnow Stock Plans and CDnow Warrants, and CDnow the Company shall furnish all information concerning CDnow the Company and the holders of CDnow Common Stock and rights to acquire CDnow Common Stock pursuant to CDnow Stock Plans and CDnow Warrants capital stock of the Company as may be reasonably requested in connection with any such action. The parties shall notify each other promptly action and the preparation, filing and distribution of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or the Form S-4 or for additional information and shall supply each other with copies of all correspondence between any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Joint Proxy Statement, the Form S-4 or the Transactions/Prospectus. No filing of, or amendment or supplement to, or correspondence to the Form SEC or its staff with respect to, the S-4 will be made by HoldcoParent, or with respect to the Joint Proxy Statement Statement/Prospectus will be made by CDnowthe Company, without providing each of Time Warner and Sony the other party hereto a reasonable opportunity to review and comment thereon. Parent shall advise the Company, promptly after it receives notice thereof, of the time when the S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the S-4 or comments thereon and receiving responses thereto or requests by the prior approval thereof SEC for additional information. The Company shall advise Parent, promptly after it receives notice thereof, of each any request by the SEC for the amendment of Time Warner the Joint Proxy Statement/Prospectus or comments thereon and Sony. (b) responses thereto or requests by the SEC for additional information. If at any time prior to the Effective Time any event with respect information relating to CDnow Parent or the Company, or any CDnow Subsidiary of their respective affiliates, officers or with respect to other information supplied directors, should be discovered by CDnow for inclusion in the Proxy Statement Parent or the Form S-4 shall occur Company which is required to should be described set forth in an amendment ofor supplement to either of the S-4 or the Joint Proxy Statement/Prospectus, so that any of such documents would not include any misstatement of a material fact or a supplement toomit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Proxy Statement or the Form S-4, CDnow party which discovers such information shall promptly notify Time Warner and Sony of such eventthe other party or parties hereto, as applicable, and CDnow and Holdco shall cooperate with Time Warner and Sony in the prompt filing with the SEC of any necessary an appropriate amendment or supplement to the S-4 and/or the Joint Proxy Statement and Form S-4 and, as required by Law, in disseminating the Statement/Prospectus describing such information contained in such amendment or supplement to CDnow's shareholders. (c) If at any time prior to the Effective Time any event with respect to any of the Columbia House Entities or any of the Columbia House Subsidiaries, or with respect to any other information supplied by Time Warner or Sony for inclusion in the Proxy Statement or the Form S-4, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Form S-4, Time Warner or Sony, as the case may be, shall promptly notify CDnow of such event, and Time Warner and Sony shall cooperate with CDnow and Holdco in the prompt filing filed with the SEC of any necessary amendment or supplement and, to the Proxy Statement and the Form S-4 and, as extent required by Lawapplicable law, in disseminating disseminated to the information contained in such amendment or supplement to CDnow's shareholders. (d) CDnow shall, as soon as practicable following stockholders of the date Company. Each of this Agreement, establish a record date (which the parties hereto shall be as soon as practicable following the date of this Agreement) for, and duly call, give notice of, convene and hold, a meeting of its shareholders (the "CDnow Shareholders Meeting") for the purpose of obtaining the CDnow Shareholder Approval. CDnow shall use its reasonable efforts to cause the Joint Proxy Statement Statement/Prospectus to be mailed comply as to CDnow's shareholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act. CDnow shall, through the CDnow Board, recommend to its shareholders that they give the CDnow Shareholder Approval. Without limiting the generality of the foregoing, CDnow agrees that its obligations pursuant to this Section 8.01(d) shall not be affected by the commencement, public proposal, public disclosure or communication to CDnow of any CDnow Takeover Proposal. (e) CDnow shall use its reasonable efforts to cause to be delivered to Time Warner and Sony a letter of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, CDnow's independent auditors, dated a date within two business days before the date on which the Form S-4 shall become effective and addressed to Time Warner and Sony, in form and substance reasonably satisfactory to Time Warner and Sony and customary such party in scope and substance for comfort letters delivered by independent public accountants in connection with registration statements similar to the Form S-4. (f) Time Warner and Sony shall use their reasonable efforts to cause to be delivered to CDnow a letter of Ernst & Young LLP, Columbia House's independent auditors, dated a date within two business days before the date on which the Form S-4 shall become effective and addressed to CDnow, in form and substance reasonably satisfactory to CDnow and customary in scope and substance for comfort letters delivered by independent public accountants in connection with registration statements similar to the Form S-4. (g) Time Warner and Sony shall use their reasonable efforts to cause to be delivered to Holdco as soon as practicable following the date of this Agreement combined financial statements for MCo, VCo, Columbia House, Columbia House Mexico and Columbia House Canada that comply all material respects with the applicable requirements of Items 14(e)the Exchange Act, (f) and (g) of Form S-4 under the Securities Act, to be included in the Proxy Statement Act and the Form S-4rules of the Nasdaq National Market.

Additional Agreements. SECTION 8.015.01. Preparation of the Form S-4 and the Proxy Statement/Prospectus; Company Shareholders Meeting. (a) As soon as practicable following the date of this Agreement, CDnow, Holdco, Time Warner the Company and Sony Bethlehem shall jointly prepare and CDnow shall file with the SEC the Proxy Statement in preliminary form Statement/Prospectus and CDnow, Holdco, Time Warner and Sony Bethlehem shall jointly prepare and Holdco shall file with the SEC the Form S-4, in which the Proxy Statement Statement/Prospectus will be included as a prospectus, and each of CDnow, Holdco, Time Warner and Sony shall use its reasonable efforts to respond as promptly as practicable to any comments of the SEC with respect thereto. Each of CDnow, Holdco, Time Warner the Company and Sony Bethlehem shall use its all reasonable efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. CDnow shall The Company will use its all reasonable efforts to cause the Proxy Statement Statement/Prospectus to be mailed to CDnowthe Company's shareholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Holdco Bethlehem shall also take any action (other than qualifying to do business in any jurisdiction in which CDnow or Columbia House are it is not now so qualifiedqualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the issuance of Holdco Bethlehem Common Stock in connection with the Transactions Merger and under CDnow Stock Plans and CDnow Warrants, and CDnow the Company shall furnish all information concerning CDnow the Company and the holders of CDnow the Company Common Stock and rights to acquire CDnow Common Stock pursuant to CDnow Stock Plans and CDnow Warrants as may be reasonably requested in connection with any such action. The parties shall notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or the Form S-4 or for additional information and shall supply each other with copies of all correspondence between any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement, the Form S-4 or the Transactions. No filing of, or amendment or supplement to, the Form S-4 will be made by Holdco, or the Proxy Statement will be made by CDnow, without providing each of Time Warner and Sony the opportunity to review and comment thereon and receiving the prior approval thereof of each of Time Warner and Sony. (b) If at any time prior Subject to the Effective Time any event with respect to CDnow or any CDnow Subsidiary or with respect to other information supplied by CDnow for inclusion in fiduciary duties of the Proxy Statement or the Form S-4 shall occur which is required to be described in an amendment of, or a supplement todirectors under applicable law, the Proxy Statement or the Form S-4, CDnow shall promptly notify Time Warner and Sony of such event, and CDnow and Holdco shall cooperate with Time Warner and Sony in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and Form S-4 and, as required by Law, in disseminating the information contained in such amendment or supplement to CDnow's shareholders. (c) If at any time prior to the Effective Time any event with respect to any of the Columbia House Entities or any of the Columbia House Subsidiaries, or with respect to any other information supplied by Time Warner or Sony for inclusion in the Proxy Statement or the Form S-4, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Form S-4, Time Warner or Sony, as the case may be, shall promptly notify CDnow of such event, and Time Warner and Sony shall cooperate with CDnow and Holdco in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and the Form S-4 and, as required by Law, in disseminating the information contained in such amendment or supplement to CDnow's shareholders. (d) CDnow shallCompany will, as soon as practicable following the date of this Agreement, establish a record date (which shall be as soon as practicable following the date of this Agreement) for, and duly call, give notice of, convene and hold, hold a meeting of its shareholders (the "CDnow Company Shareholders Meeting") for the purpose of obtaining the CDnow Company Shareholder Approval. CDnow shall use its reasonable efforts Subject to cause the Proxy Statement to be mailed to CDnow's shareholders as promptly as practicable after fiduciary duties of the Form S-4 is declared effective directors under applicable law, the Securities Act. CDnow shallCompany will, through the CDnow Boardits Board of Directors, recommend to its shareholders that they give the CDnow Shareholder Approval. Without limiting the generality of the foregoing, CDnow agrees that its obligations pursuant to this Section 8.01(d) shall not be affected by the commencement, public proposal, public disclosure or communication to CDnow of any CDnow Takeover Proposal. (e) CDnow shall use its reasonable efforts to cause to be delivered to Time Warner and Sony a letter of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, CDnow's independent auditors, dated a date within two business days before the date on which the Form S-4 shall become effective and addressed to Time Warner and Sony, in form and substance reasonably satisfactory to Time Warner and Sony and customary in scope and substance for comfort letters delivered by independent public accountants in connection with registration statements similar to the Form S-4. (f) Time Warner and Sony shall use their reasonable efforts to cause to be delivered to CDnow a letter of Ernst & Young LLP, Columbia House's independent auditors, dated a date within two business days before the date on which the Form S-4 shall become effective and addressed to CDnow, in form and substance reasonably satisfactory to CDnow and customary in scope and substance for comfort letters delivered by independent public accountants in connection with registration statements similar to the Form S-4. (g) Time Warner and Sony shall use their reasonable efforts to cause to be delivered to Holdco as soon as practicable following the date adoption of this Agreement combined financial statements for MCo, VCo, Columbia House, Columbia House Mexico and Columbia House Canada that comply with the requirements of Items 14(e), (f) and (g) of Form S-4 under the Securities Act, to be included in the Proxy Statement and the Form S-4approval of the transactions contemplated hereby.

Additional Agreements. SECTION 8.01. 5.1 Preparation of the Form S-4 and the Proxy Permit Application/Information Statement; Shareholders Meeting.. ------------------------------------------------------- (a) As soon as practicable following after the date execution of this Agreement, CDnowDigital shall prepare, Holdco, Time Warner and Sony shall jointly prepare and CDnow shall file with the SEC cooperation of Agile, an Information Statement for the Proxy Shareholders to approve this Agreement, the Certificate of Merger and the transactions contemplated hereby and thereby. The Information Statement in preliminary form shall constitute a disclosure document for the offer and CDnow, Holdco, Time Warner and Sony shall jointly prepare and Holdco shall file with the SEC the Form S-4, in which the Proxy Statement will be included as a prospectus, and each of CDnow, Holdco, Time Warner and Sony shall use its reasonable efforts to respond as promptly as practicable to any comments issuance of the SEC with respect theretoshares of Agile Common Stock to be received by the holders of Digital Common Stock in the Merger. Each of CDnow, Holdco, Time Warner Agile and Sony Digital shall each use its reasonable efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. CDnow shall use its reasonable commercial efforts to cause the Proxy Information Statement to be mailed to CDnow's shareholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Holdco shall take any action (other than qualifying to do business in any jurisdiction in which CDnow or Columbia House are not now so qualified) required to be taken under any comply with applicable federal and state securities laws in connection with requirements. Each of Agile and Digital agrees to provide promptly to the issuance of Holdco Common Stock other such information concerning its business and financial statements and affairs as, in the Transactions and under CDnow Stock Plans and CDnow Warrantsreasonable judgment of the providing party or its counsel, and CDnow shall furnish all information concerning CDnow and the holders of CDnow Common Stock and rights to acquire CDnow Common Stock pursuant to CDnow Stock Plans and CDnow Warrants as may be reasonably requested required or appropriate for inclusion in connection with the Information Statement, or in any such action. The parties shall notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or the Form S-4 or for additional information and shall supply each other with copies of all correspondence between any of its representatives, on the one handthereto, and to cause its counsel and auditors to cooperate with the SEC or its staffother's counsel and auditors in the preparation of the Information Statement. Digital will promptly advise Agile, on the other handand Agile will promptly advise Digital, with respect to the Proxy Statement, the Form S-4 or the Transactions. No filing of, or amendment or supplement to, the Form S-4 will be made by Holdco, or the Proxy Statement will be made by CDnow, without providing each of Time Warner and Sony the opportunity to review and comment thereon and receiving the prior approval thereof of each of Time Warner and Sony. (b) If in writing if at any time prior to the Effective Time either Digital or Agile shall obtain knowledge of any event facts that might make it necessary or appropriate to amend or supplement the Information Statement in order to make the statements contained or incorporated by reference therein not misleading or to comply with applicable law. The Information Statement shall contain the recommendation of the Board of Directors of Digital that the Digital shareholders approve the Merger and this Agreement and the conclusion of the Board of Directors that the terms and conditions of the Merger are fair and reasonable to the Shareholders. Anything to the contrary contained herein notwithstanding, Digital shall not include in the Information Statement any information with respect to CDnow Agile or any CDnow Subsidiary its affiliates or associates, the form and content of which information shall not have been approved by Agile prior to such inclusion. (b) As soon as practicable after the execution of this Agreement, Agile shall prepare, with respect the cooperation of Digital, the Permit Application. Agile and Digital shall each use reasonable commercial efforts to cause the Permit Application to comply with the requirements of applicable federal and state laws. Each of Agile and Digital agrees to provide promptly to the other such information supplied by CDnow concerning its business and financial statements and affairs as, in the reasonable judgment of the providing party or its counsel, may be required or appropriate for inclusion in the Proxy Statement or the Form S-4 shall occur which is required to be described in an amendment ofPermit Application, or a supplement to, the Proxy Statement in any amendments or the Form S-4, CDnow shall promptly notify Time Warner and Sony of such eventsupplements thereto, and CDnow to cause its counsel and Holdco shall auditors to cooperate with Time Warner the other's counsel and Sony auditors in the prompt filing with preparation of the SEC of any necessary amendment or supplement to the Proxy Statement Permit Application. Digital will promptly advise Agile, and Form S-4 and, as required by LawAgile will promptly advise Digital, in disseminating the information contained in such amendment or supplement to CDnow's shareholders. (c) If writing if at any time prior to the Effective Time either Digital or Agile shall obtain knowledge of any event facts that might make it necessary or appropriate to amend or supplement the Permit Application in order to make the statements contained or incorporated by reference therein not misleading or to comply with applicable law. Anything to the contrary contained herein notwithstanding, Agile shall not include in the Permit Application any information with respect to any of the Columbia House Entities Digital or any of the Columbia House Subsidiaries, its affiliates or with respect to any other information supplied by Time Warner or Sony for inclusion in the Proxy Statement or the Form S-4, shall occur which is required to be described in an amendment of, or a supplement toassociates, the Proxy Statement or the Form S-4, Time Warner or Sony, as the case may be, shall promptly notify CDnow form and content of such event, and Time Warner and Sony shall cooperate with CDnow and Holdco in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and the Form S-4 and, as required by Law, in disseminating the which information contained in such amendment or supplement to CDnow's shareholders. (d) CDnow shall, as soon as practicable following the date of this Agreement, establish a record date (which shall be as soon as practicable following the date of this Agreement) for, and duly call, give notice of, convene and hold, a meeting of its shareholders (the "CDnow Shareholders Meeting") for the purpose of obtaining the CDnow Shareholder Approval. CDnow shall use its reasonable efforts to cause the Proxy Statement to be mailed to CDnow's shareholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act. CDnow shall, through the CDnow Board, recommend to its shareholders that they give the CDnow Shareholder Approval. Without limiting the generality of the foregoing, CDnow agrees that its obligations pursuant to this Section 8.01(d) shall not be affected have been approved by the commencement, public proposal, public disclosure or communication Digital prior to CDnow of any CDnow Takeover Proposalsuch inclusion. (e) CDnow shall use its reasonable efforts to cause to be delivered to Time Warner and Sony a letter of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, CDnow's independent auditors, dated a date within two business days before the date on which the Form S-4 shall become effective and addressed to Time Warner and Sony, in form and substance reasonably satisfactory to Time Warner and Sony and customary in scope and substance for comfort letters delivered by independent public accountants in connection with registration statements similar to the Form S-4. (f) Time Warner and Sony shall use their reasonable efforts to cause to be delivered to CDnow a letter of Ernst & Young LLP, Columbia House's independent auditors, dated a date within two business days before the date on which the Form S-4 shall become effective and addressed to CDnow, in form and substance reasonably satisfactory to CDnow and customary in scope and substance for comfort letters delivered by independent public accountants in connection with registration statements similar to the Form S-4. (g) Time Warner and Sony shall use their reasonable efforts to cause to be delivered to Holdco as soon as practicable following the date of this Agreement combined financial statements for MCo, VCo, Columbia House, Columbia House Mexico and Columbia House Canada that comply with the requirements of Items 14(e), (f) and (g) of Form S-4 under the Securities Act, to be included in the Proxy Statement and the Form S-4.

Additional Agreements. SECTION 8.01. Preparation of the Form S-4 and the Proxy Statement; Shareholders Meeting. (a) As soon as practicable following With respect to Company Warrants held by the Shareholder, the Shareholder agrees to exercise each such Company Warrant on or prior to the warrant expiration date of this AgreementDecember 19, CDnow2019 set forth therein, Holdcoand to receive in consideration of the exercise and cancellation of such Company Warrant and in settlement therefor, Time Warner and Sony shall jointly prepare and CDnow shall file such amount of Company Common Stock issuable upon the exercise of the Company Warrant in accordance with the SEC the Proxy Statement in preliminary form and CDnow, Holdco, Time Warner and Sony shall jointly prepare and Holdco shall file with the SEC the Form S-4, in which the Proxy Statement will be included as a prospectus, and each of CDnow, Holdco, Time Warner and Sony shall use its reasonable efforts to respond as promptly as practicable to any comments terms of the SEC with respect theretoCompany Warrants. Each If the Shareholder does not, prior to the warrant expiration date of CDnowDecember 19, Holdco2019, Time Warner exercise such Company Warrant, then such Company Warrant shall, without any payment of any consideration therefor, be canceled and Sony extinguished, shall use its reasonable efforts no longer be outstanding, shall cease to have represent the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. CDnow shall use its reasonable efforts right to cause the Proxy Statement to be mailed to CDnow's shareholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Holdco shall take any action (other than qualifying to do business in any jurisdiction in which CDnow or Columbia House are not now so qualified) required to be taken under any applicable state securities laws in connection with the issuance acquire shares of Holdco Company Common Stock in or receive any Merger Consideration and shall not represent the Transactions and under CDnow Stock Plans and CDnow Warrants, and CDnow shall furnish all information concerning CDnow and the holders right to acquire any shares of CDnow Parent Common Stock. The Shareholder agrees to vote such Company Common Stock issuable and rights to acquire CDnow Common Stock pursuant to CDnow Stock Plans and CDnow Warrants as may be reasonably requested in connection with any such action. The parties shall notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or the Form S-4 or for additional information and shall supply each other with copies of all correspondence between any of its representatives, on the one hand, and the SEC or its staff, on the other hand, issued with respect to the Proxy Statement, the Form S-4 or the Transactions. No filing of, or amendment or supplement to, the Form S-4 will be made by Holdco, or the Proxy Statement will be made by CDnow, without providing each of Time Warner and Sony the opportunity to review and comment thereon and receiving the prior approval thereof of each of Time Warner and SonyShareholder’s Company Warrants consistent with Section 1 above. (b) If at any time prior to The Shareholder agrees that each of that certain Corporate Governance Agreement dated December 19, 2014 between the Company and the Shareholder and that certain Securities Purchase Agreement dated December 19, 2014 between the Company and the Shareholder (collectively, the “Shareholder Agreements”) is hereby terminated as of the Effective Time without any event further requirement of either party to execute any additional documents or take any further action with respect thereto. From and after the Effective Time, the Shareholder Agreements shall be of no further force or effect, and the rights and obligations of each of the parties thereunder shall terminate. In addition, the Shareholder hereby irrevocably waives any right to CDnow or any CDnow Subsidiary or with respect to other information supplied by CDnow for inclusion require the registration of the Company Common Stock that may exist upon the exercise of the Company Warrants as such right may be set forth in the Proxy Statement Shareholder Agreements or the Form S-4 shall occur Company Warrants. The Shareholder, on behalf of itself and its present and former parents, subsidiaries, affiliates, officers, directors, shareholders, members, successors and assigns (collectively, “Releasors”) hereby releases, waives and forever discharges the other parties thereto and its respective present and former, direct and indirect, parents, subsidiaries, affiliates, employees, officers, directors, shareholders, members, agents, representatives, permitted successors and permitted assigns (collectively, “Releasees”) of and from any and all actions, causes of action, suits, losses, liabilities, rights, debts, dues, sums of money, accounts, reckonings, obligations, costs, expenses, liens, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims, and demands, of every kind and nature whatsoever, whether now known or unknown, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, in law, admiralty or equity (collectively, “Claims”), which is required to be described in an amendment ofany of such Releasors ever had, now have, or a supplement tohereafter can, the Proxy Statement shall, or the Form S-4, CDnow shall promptly notify Time Warner and Sony may have against any of such eventReleasees for, and CDnow and Holdco shall cooperate with Time Warner and Sony in the prompt filing with the SEC upon, or by reason of any necessary amendment matter, cause, or supplement thing whatsoever from the beginning of time arising out of or relating to the Proxy Statement and Form S-4 and, as required by Law, in disseminating the information contained in such amendment or supplement to CDnow's shareholdersShareholder Agreements. (c) If at any time prior to the Effective Time any event with respect to any of the Columbia House Entities or any of the Columbia House Subsidiaries, or with respect to any other information supplied by Time Warner or Sony for inclusion in the Proxy Statement or the Form S-4, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Form S-4, Time Warner or Sony, as the case may be, shall promptly notify CDnow of such event, and Time Warner and Sony shall cooperate with CDnow and Holdco in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and the Form S-4 and, as required by Law, in disseminating the information contained in such amendment or supplement to CDnow's shareholders. (d) CDnow shall, as soon as practicable following the date of this Agreement, establish a record date (which shall be as soon as practicable following the date of this Agreement) for, and duly call, give notice of, convene and hold, a meeting of its shareholders (the "CDnow Shareholders Meeting") for the purpose of obtaining the CDnow Shareholder Approval. CDnow shall use its reasonable efforts to cause the Proxy Statement to be mailed to CDnow's shareholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act. CDnow shall, through the CDnow Board, recommend to its shareholders that they give the CDnow Shareholder Approval. Without limiting the generality of the foregoing, CDnow agrees that its obligations pursuant to this Section 8.01(d) shall not be affected by the commencement, public proposal, public disclosure or communication to CDnow of any CDnow Takeover Proposal. (e) CDnow shall use its reasonable efforts to cause to be delivered to Time Warner and Sony a letter of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, CDnow's independent auditors, dated a date within two business days before the date on which the Form S-4 shall become effective and addressed to Time Warner and Sony, in form and substance reasonably satisfactory to Time Warner and Sony and customary in scope and substance for comfort letters delivered by independent public accountants in connection with registration statements similar to the Form S-4. (f) Time Warner and Sony shall use their reasonable efforts to cause to be delivered to CDnow a letter of Ernst & Young LLP, Columbia House's independent auditors, dated a date within two business days before the date on which the Form S-4 shall become effective and addressed to CDnow, in form and substance reasonably satisfactory to CDnow and customary in scope and substance for comfort letters delivered by independent public accountants in connection with registration statements similar to the Form S-4. (g) Time Warner and Sony shall use their reasonable efforts to cause to be delivered to Holdco as soon as practicable following the date of this Agreement combined financial statements for MCo, VCo, Columbia House, Columbia House Mexico and Columbia House Canada that comply with the requirements of Items 14(e), (f) and (g) of Form S-4 under the Securities Act, to be included in the Proxy Statement and the Form S-4.

Additional Agreements. SECTION 8.01. Preparation Subject to the terms and conditions herein provided, each of Salton and Windmere agrees to use its reasonable best efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the Form S-4 and the Proxy Statement; Shareholders Meeting. (a) As soon as practicable following the date of transactions contemplated by this Agreement, CDnow, Holdco, Time Warner and Sony shall jointly prepare and CDnow shall file with the SEC the Proxy Statement in preliminary form and CDnow, Holdco, Time Warner and Sony shall jointly prepare and Holdco shall file with the SEC the Form S-4, in which the Proxy Statement will be included as a prospectus, and each of CDnow, Holdco, Time Warner and Sony shall use including using its reasonable best efforts to respond as promptly as practicable obtain all necessary waivers, consents and approvals and to any comments of the SEC with respect thereto. Each of CDnow, Holdco, Time Warner effect all necessary registrations and Sony shall use its reasonable efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. CDnow shall use its reasonable efforts to cause the Proxy Statement to be mailed to CDnow's shareholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Holdco shall take any action (other than qualifying to do business in any jurisdiction in which CDnow or Columbia House are not now so qualified) required to be taken under any applicable state securities laws in connection with the issuance of Holdco Common Stock in the Transactions and under CDnow Stock Plans and CDnow Warrants, and CDnow shall furnish all information concerning CDnow and the holders of CDnow Common Stock and rights to acquire CDnow Common Stock pursuant to CDnow Stock Plans and CDnow Warrants as may be reasonably requested in connection with any such action. The parties shall notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or the Form S-4 or for additional information and shall supply each other with copies of all correspondence between any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement, the Form S-4 or the Transactions. No filing of, or amendment or supplement to, the Form S-4 will be made by Holdco, or the Proxy Statement will be made by CDnow, without providing each of Time Warner and Sony the opportunity to review and comment thereon and receiving the prior approval thereof of each of Time Warner and Sony. (b) If at any time prior to the Effective Time any event with respect to CDnow or any CDnow Subsidiary or with respect to other information supplied by CDnow for inclusion in the Proxy Statement or the Form S-4 shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Form S-4, CDnow shall promptly notify Time Warner and Sony of such event, and CDnow and Holdco shall cooperate with Time Warner and Sony in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and Form S-4 and, as required by Law, in disseminating the information contained in such amendment or supplement to CDnow's shareholders. (c) If at any time prior to the Effective Time any event with respect to any of the Columbia House Entities or any of the Columbia House Subsidiaries, or with respect to any other information supplied by Time Warner or Sony for inclusion in the Proxy Statement or the Form S-4, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Form S-4, Time Warner or Sony, as the case may be, shall promptly notify CDnow of such event, and Time Warner and Sony shall cooperate with CDnow and Holdco in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and the Form S-4 and, as required by Law, in disseminating the information contained in such amendment or supplement to CDnow's shareholders. (d) CDnow shall, as soon as practicable following the date of this Agreement, establish a record date (which shall be as soon as practicable following the date of this Agreement) for, and duly call, give notice of, convene and hold, a meeting of its shareholders (the "CDnow Shareholders Meeting") for the purpose of obtaining the CDnow Shareholder Approval. CDnow shall use its reasonable efforts to cause the Proxy Statement to be mailed to CDnow's shareholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act. CDnow shall, through the CDnow Board, recommend to its shareholders that they give the CDnow Shareholder Approvalfilings. Without limiting the generality of the foregoing, CDnow (i) each of Salton and Windmere agrees that its obligations pursuant to this Section 8.01(d) shall not be affected by upon delivery of the commencementSalton Exercise Notice or the Windmere Exercise Notice, public proposalas the case may be, public disclosure or communication to CDnow of any CDnow Takeover Proposal. (e) CDnow shall it will use its reasonable best efforts to cause promptly file notifications under the HSR Act and to be delivered respond to Time Warner and Sony a letter of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, CDnow's independent auditors, dated a date within two business days before the date on which the Form S-4 shall become effective and addressed to Time Warner and Sony, in form and substance reasonably satisfactory to Time Warner and Sony and customary in scope and substance for comfort letters delivered by independent public accountants any inquiries from governmental authorities in connection with registration statements similar the HSR Act; (ii) each of Salton and Windmere agrees to use its reasonable best efforts to remove any injunctions or other impediments or delays, legal or otherwise, to the Form S-4. transactions contemplated by this Agreement; (fiii) Time Warner Windmere agrees that it will vote all Windmere Salton Shares it beneficially owns and Sony shall use cause the Windmere designated Directors, subject to the exercise of their reasonable efforts fiduciary duties under applicable law, to vote as Directors in favor of any transaction or other action involving the Salton Option or the Windmere Option and against any action that would reasonably be expected to impede, interfere with or delay the transactions contemplated by this Agreement; and (iv) Salton agrees that it will vote all Windmere shares it beneficially owns in favor of the Windmere Transactions (and cause a Schedule 14D-9 Solicitation/Recommendation Statement, if required, to be delivered filed with the SEC which Statement shall, subject to CDnow a letter the exercise of Ernst & Young LLPtheir fiduciary duties as directors, Columbia House's independent auditors, dated a date within two business days before contain the date on which recommendation of the Form S-4 shall become effective and addressed Committee that Salton stockholders tender their Shares to CDnow, in form and substance reasonably satisfactory to CDnow and customary in scope and substance for comfort letters delivered by independent public accountants Windmere in connection with registration statements similar to the Form S-4. (g) Time Warner and Sony shall use their reasonable efforts to cause to be delivered to Holdco as soon as practicable following the date of this Agreement combined financial statements for MCo, VCo, Columbia House, Columbia House Mexico and Columbia House Canada that comply with the requirements of Items 14(e), (fsuch transaction) and (g) of Form S-4 under will vote against any action that would reasonably be expected to impede, interfere with or delay the Securities Act, to be included in the Proxy Statement and the Form S-4transactions contemplated by this Agreement.

Additional Agreements. SECTION 8.015.01. Preparation of the Form S-4 S-4, the Joint Proxy Statement and the Proxy Statement; Shareholders Meeting. (a) Schedule 13E-3. As soon as practicable following the date of this Agreement, CDnow, Holdco, Time Warner the Company and Sony Parent shall jointly (a) prepare and CDnow shall file with the SEC the Joint Proxy Statement in preliminary form and CDnow, Holdco, Time Warner the Schedule 13E-3 and Sony (b) Parent shall jointly prepare and Holdco shall file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus, and each of CDnow, Holdco, Time Warner and Sony shall use its reasonable efforts to respond as promptly as practicable to any comments of the SEC with respect thereto. Each of CDnowthe Company and Parent shall and shall cause their respective counsel, Holdco, Time Warner accountants and Sony shall other advisors to use its all reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filingfiling (including causing accountants to deliver necessary or required instruments such as opinions, consents and certifications) and to keep the Form S-4 effective for so long as necessary to complete the Merger. CDnow shall use The Company will cause (and will make provision that its reasonable efforts to cause successor cause) the Joint Proxy Statement to be mailed to CDnow's shareholders the Company’s stockholders for purposes of approving the Consolidation and the Merger, and Parent will cause the Joint Proxy Statement to be mailed to Parent’s stockholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Holdco Parent shall also take any action (other than qualifying to do business in any jurisdiction in which CDnow or Columbia House are it is not now so qualifiedqualified or filing a general consent to service of process) reasonably required to be taken under any applicable state securities laws in connection with the issuance of Holdco Common Parent Preferred Stock in the Transactions and under CDnow Stock Plans and CDnow WarrantsMerger, and CDnow the Company shall furnish all information concerning CDnow the Company and the holders of CDnow Company Common Stock and rights to acquire CDnow Common Stock pursuant to CDnow Stock Plans and CDnow Warrants as may be reasonably requested by Parent in connection with any such actionaction and the preparation, filing and distribution of the Joint Proxy Statement and the Form S-4. The parties shall cooperate and notify each other promptly of the receipt of any comments from the SEC or its the staff of the SEC and of any request by the SEC or its the staff of the SEC for amendments or supplements to the Joint Proxy Statement or Statement, the Form S-4 or the Schedule 13E-3 or for additional information information, and shall supply each other with copies of all correspondence between it or any of its representativesRepresentatives, on the one hand, and the SEC or its staffthe staff of the SEC, on the other hand, with respect to the Joint Proxy Statement, the Form S-4 S-4, the Schedule 13E-3, the Merger or the Transactionsother transactions contemplated by this Agreement or the Voting Agreement. No filing of, or amendment or supplement to, the Form S-4 will be made by HoldcoParent, and no filing, or amendment or supplement to, the Joint Proxy Statement or the Schedule 13E-3 will be made by CDnowParent or the Company, in each case (i) without providing each of Time Warner and Sony the other party a reasonable opportunity to review and comment thereon or (ii) without the approval of both Parent and receiving the prior Company, which approval thereof shall not be unreasonably withheld or delayed; provided, that, with respect to documents filed by a party hereto that are incorporated by reference in the Form S-4 or Joint Proxy Statement, this right of each approval shall apply only with respect to information relating to the other party or its business, financial condition or results of Time Warner and Sony. (b) operations or the Merger. If at any time prior to the Effective Time any event with respect information relating to CDnow the Company or Parent, or any CDnow Subsidiary of their respective Affiliates, directors or with respect officers, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to other information supplied by CDnow for inclusion in any of the Form S-4, the Joint Proxy Statement or the Form S-4 shall occur Schedule 13E-3 (including the consummation of the Company Reorganization or the Consolidation), so that any such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which is required to be described in an amendment ofthey were made, or a supplement tonot misleading, the Proxy Statement or the Form S-4, CDnow party that discovers such information shall promptly notify Time Warner the other parties hereto and Sony of an appropriate amendment or supplement describing such event, and CDnow and Holdco information shall cooperate with Time Warner and Sony in the prompt filing be promptly filed with the SEC of any necessary amendment or supplement and, to the Proxy Statement and Form S-4 and, as extent required by Lawlaw, in disseminating the information contained in such amendment or supplement to CDnow's shareholders. (c) If at any time prior disseminated to the Effective Time any event with respect to any stockholders of Parent and the stockholders of the Columbia House Entities or any of the Columbia House Subsidiaries, or with respect to any other information supplied by Time Warner or Sony for inclusion in the Proxy Statement or the Form S-4, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Form S-4, Time Warner or Sony, as the case may be, shall promptly notify CDnow of such event, and Time Warner and Sony shall cooperate with CDnow and Holdco in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and the Form S-4 and, as required by Law, in disseminating the information contained in such amendment or supplement to CDnow's shareholdersCompany. (d) CDnow shall, as soon as practicable following the date of this Agreement, establish a record date (which shall be as soon as practicable following the date of this Agreement) for, and duly call, give notice of, convene and hold, a meeting of its shareholders (the "CDnow Shareholders Meeting") for the purpose of obtaining the CDnow Shareholder Approval. CDnow shall use its reasonable efforts to cause the Proxy Statement to be mailed to CDnow's shareholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act. CDnow shall, through the CDnow Board, recommend to its shareholders that they give the CDnow Shareholder Approval. Without limiting the generality of the foregoing, CDnow agrees that its obligations pursuant to this Section 8.01(d) shall not be affected by the commencement, public proposal, public disclosure or communication to CDnow of any CDnow Takeover Proposal. (e) CDnow shall use its reasonable efforts to cause to be delivered to Time Warner and Sony a letter of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, CDnow's independent auditors, dated a date within two business days before the date on which the Form S-4 shall become effective and addressed to Time Warner and Sony, in form and substance reasonably satisfactory to Time Warner and Sony and customary in scope and substance for comfort letters delivered by independent public accountants in connection with registration statements similar to the Form S-4. (f) Time Warner and Sony shall use their reasonable efforts to cause to be delivered to CDnow a letter of Ernst & Young LLP, Columbia House's independent auditors, dated a date within two business days before the date on which the Form S-4 shall become effective and addressed to CDnow, in form and substance reasonably satisfactory to CDnow and customary in scope and substance for comfort letters delivered by independent public accountants in connection with registration statements similar to the Form S-4. (g) Time Warner and Sony shall use their reasonable efforts to cause to be delivered to Holdco as soon as practicable following the date of this Agreement combined financial statements for MCo, VCo, Columbia House, Columbia House Mexico and Columbia House Canada that comply with the requirements of Items 14(e), (f) and (g) of Form S-4 under the Securities Act, to be included in the Proxy Statement and the Form S-4.

Additional Agreements. SECTION 8.015.1. Preparation of the Form S-4 and the Proxy Statement; Shareholders Stockholders Meeting. (a) As soon as practicable Promptly following the date of this Agreement, CDnow, Holdco, Time Warner Company and Sony Purchaser shall jointly prepare and CDnow Company shall file with the SEC the Proxy Statement in preliminary form Statement, and CDnow, Holdco, Time Warner and Sony Purchaser shall jointly prepare and Holdco shall file with the SEC the Form S-4, in which the Proxy Statement will be included as a prospectus, . Each of Company and each of CDnow, Holdco, Time Warner and Sony Purchaser shall use its reasonable efforts to respond as promptly as practicable to any comments of the SEC with respect thereto. Each of CDnow, Holdco, Time Warner and Sony shall use its reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. CDnow shall Company will use its reasonable best efforts to cause the Proxy Statement to be mailed to CDnow's shareholders its stockholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Holdco Purchaser shall also take any action (other than qualifying to do business in any jurisdiction in which CDnow or Columbia House are it is not now so qualified) required to be taken under any applicable state securities laws law in connection with the issuance of Holdco Purchaser Common Stock in connection with the Transactions and under CDnow Stock Plans and CDnow WarrantsMerger, and CDnow Company shall furnish all information concerning CDnow Company and the holders of CDnow Company Common Stock and rights to acquire CDnow Company Common Stock pursuant to CDnow the Company Stock Option Plans as may be reasonably required in connection with any such action. Each of Purchaser and CDnow Warrants Company shall furnish all information concerning itself to the other as may be reasonably requested in connection with any such action. The parties shall notify each other promptly action and the preparation, filing and distribution of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or the Form S-4 or for additional information and shall supply each other with copies of all correspondence between any of its representatives, on the one hand, and the SEC or its staffpreparation, on the other hand, with respect to filing and distribution of the Proxy Statement. Company, Purchaser and Merger Sub each agree to correct any information provided by it for use in the Form S-4 or the Transactions. No filing of, or amendment or supplement to, the Form S-4 will be made by Holdco, or the Proxy Statement will be made by CDnow, without providing each of Time Warner and Sony the opportunity to review and comment thereon and receiving the prior approval thereof of each of Time Warner and Sonythat shall have become false or misleading. (b) If at any time prior to the Effective Time any event with respect to CDnow or any CDnow Subsidiary or with respect to other information supplied by CDnow for inclusion in the Proxy Statement or the Form S-4 shall occur which is required to be described in an amendment ofCompany, or a supplement toacting through its Board of Directors, the Proxy Statement or the Form S-4, CDnow shall promptly notify Time Warner and Sony of such event, and CDnow and Holdco shall cooperate with Time Warner and Sony in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and Form S-4 and, as required by Law, in disseminating the information contained in such amendment or supplement to CDnow's shareholders. (c) If at any time prior to the Effective Time any event with respect to any of the Columbia House Entities or any of the Columbia House Subsidiaries, or with respect to any other information supplied by Time Warner or Sony for inclusion in the Proxy Statement or the Form S-4, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Form S-4, Time Warner or Sony, as the case may be, shall promptly notify CDnow of such event, and Time Warner and Sony shall cooperate with CDnow and Holdco in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and the Form S-4 and, as required by Law, in disseminating the information contained in such amendment or supplement to CDnow's shareholders. (d) CDnow shall, as soon as practicable following the date subject to and in accordance with its certificate of this Agreementincorporation and by-laws, establish a record date (which shall be as soon as practicable following the date of this Agreement) for, promptly and duly call, give notice of, convene and hold, hold as soon as practicable following the date upon which the Form S-4 becomes effective a meeting of its shareholders the holders of Company Common Stock (the "CDnow Shareholders Company Stockholders Meeting") for the purpose of obtaining voting to approve and adopt this Agreement and the CDnow Shareholder Approval. CDnow shall transactions contemplated hereby and an amendment or repeal of the ownership limitations included in its certificate of incorporation so as to permit the consummation of the transactions contemplated hereby (the "Certificate of Incorporation Amendment"), and (i) except as otherwise provided herein, recommend approval and adoption of this Agreement and the transactions contemplated hereby and the Certificate of Incorporation Amendment by the stockholders of Company and include in the Proxy Statement such recommendation and (ii) use its reasonable efforts to cause solicit and obtain such approval. The Board of Directors of Company shall not withhold, withdraw, amend or modify in a manner adverse to Purchaser its recommendation referred to in clause (i) of the Proxy Statement preceding sentence (or announce publicly its intention to do so), except that such Board of Directors shall be mailed permitted to CDnow's shareholders as promptly as practicable withhold, withdraw, amend or modify its recommendation (or publicly announce its intention to do so) if such Board of Directors determines in good faith, after the Form S-4 consultation with its outside legal counsel, that its failure to withhold, withdraw, amend or modify its recommendation is, or is declared effective under the Securities Actreasonably likely to be, inconsistent with its fiduciary duties in accordance with Delaware law. CDnow shallThe parties hereto understand and agree that, through the CDnow Board, recommend to its shareholders that they give the CDnow Shareholder Approval. Without limiting the generality of notwithstanding the foregoing, CDnow agrees that its obligations a communication by the Board of Directors of Company to Company's stockholders pursuant to this Section 8.01(dRule 14d-9(f) of the Exchange Act, or any similar type of communication to Company's stockholders in connection with the the making or amendment of a tender offer or exchange offer, shall not be affected by the commencement, public proposal, public disclosure or communication deemed to CDnow constitute a breach of any CDnow Takeover ProposalCompany's obligations under this Section 5.1(b). (ec) CDnow shall use Company will cause its reasonable efforts transfer agent to cause make stock transfer records relating to be delivered to Time Warner and Sony a letter of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, CDnow's independent auditors, dated a date within two business days before the date on which the Form S-4 shall become effective and addressed to Time Warner and Sony, in form and substance reasonably satisfactory to Time Warner and Sony and customary in scope and substance for comfort letters delivered by independent public accountants in connection with registration statements similar Company available to the Form S-4. (f) Time Warner and Sony shall use their reasonable efforts extent reasonably necessary to cause to be delivered to CDnow a letter of Ernst & Young LLP, Columbia House's independent auditors, dated a date within two business days before effectuate the date on which the Form S-4 shall become effective and addressed to CDnow, in form and substance reasonably satisfactory to CDnow and customary in scope and substance for comfort letters delivered by independent public accountants in connection with registration statements similar to the Form S-4. (g) Time Warner and Sony shall use their reasonable efforts to cause to be delivered to Holdco as soon as practicable following the date intent of this Agreement combined financial statements for MCo, VCo, Columbia House, Columbia House Mexico and Columbia House Canada that comply with the requirements of Items 14(e), (f) and (g) of Form S-4 under the Securities Act, to be included in the Proxy Statement and the Form S-4Agreement.

Additional Agreements. SECTION 8.01. 5.1 Preparation of the Form S-4 and the Proxy Statement; Shareholders Stockholders --------------------------------------------------------- Meeting.. ------- (a) As soon as practicable following the date of this Agreement, CDnow, Holdco, Time Warner the Company and Sony Parent shall jointly prepare and CDnow the Company shall file with the SEC the Proxy Statement in preliminary form and CDnow, Holdco, Time Warner and Sony Parent shall jointly prepare and Holdco shall file with the SEC the Form S-4, in which the Proxy Statement will be included as a prospectus, and each of CDnow, Holdco, Time Warner and Sony shall use its reasonable efforts to respond as promptly as practicable to any comments of the SEC with respect thereto. Each of CDnow, Holdco, Time Warner the Company and Sony Parent shall use its all reasonable efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. CDnow shall To the extent that presenting this Agreement and the Merger to the Company's stockholders would not violate or otherwise be inconsistent with applicable law, the Company will use its reasonable efforts to cause the Proxy Statement to be mailed to CDnowthe Company's shareholders stockholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Holdco Parent shall also take any action (other than qualifying to do business in any jurisdiction in which CDnow or Columbia House are it is not now so qualified) required to be taken under any applicable state securities laws or other applicable laws, rules or regulations in connection with the issuance of Holdco Parent Common Stock in the Transactions pursuant to Article II and Section 5.6(b) and under CDnow Stock the Company Option Plans and CDnow Warrants, the Company ESPP. Each of Parent and CDnow the Company shall furnish all information concerning CDnow and itself to the holders of CDnow Common Stock and rights to acquire CDnow Common Stock pursuant to CDnow Stock Plans and CDnow Warrants other as may be reasonably requested in connection with any such action. The parties shall notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or the Form S-4 or for additional information and shall supply each other with copies of all correspondence between any of its representatives, on the one hand, action and the SEC or its staffpreparation, on the other hand, with respect to filing and distribution of the Proxy Statement, the Form S-4 or the Transactions. No filing of, or amendment or supplement to, the Form S-4 will be made by Holdco, or the Proxy Statement will be made by CDnow, without providing each of Time Warner and Sony the opportunity to review and comment thereon and receiving the prior approval thereof of each of Time Warner and Sony. (b) If at any time prior to the Effective Time any event with respect to CDnow or any CDnow Subsidiary or with respect to other information supplied by CDnow for inclusion in the Proxy Statement or the Form S-4 shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Form S-4, CDnow shall promptly notify Time Warner and Sony of such event, and CDnow and Holdco shall cooperate with Time Warner and Sony in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and Form S-4 and, as required by Law, in disseminating the information contained in such amendment or supplement to CDnow's shareholders. (c) If at any time prior to the Effective Time any event with respect to any of the Columbia House Entities or any of the Columbia House Subsidiaries, or with respect to any other information supplied by Time Warner or Sony for inclusion in the Proxy Statement or the Form S-4, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Form S-4, Time Warner or Sony, as the case may be, shall promptly notify CDnow of such event, and Time Warner and Sony shall cooperate with CDnow and Holdco in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and the Form S-4 and, as required by Law, in disseminating the information contained in such amendment or supplement to CDnow's shareholders. (d) CDnow shallThe Company will, as soon as reasonably practicable following the date of this Agreement, establish a record date (which shall will be as soon as practicable following the date of this Agreement) for, and, to the extent that convening and holding a meeting would not violate or otherwise be inconsistent with applicable law, duly call, give notice of, convene and hold, hold a meeting of its shareholders stockholders (the "CDnow Shareholders Stockholders Meeting") for the purpose of obtaining approving and adopting this Agreement. Except to the CDnow Shareholder Approval. CDnow shall use extent the Board of Directors of the Company determines in good faith, after consultation with outside counsel, that to do so would create a substantial risk of liability for breach of its reasonable efforts fiduciary duties to cause the Proxy Statement to be mailed to CDnowCompany's shareholders as promptly as practicable after stockholders under applicable law, the Form S-4 is declared effective under the Securities Act. CDnow shallCompany will, through the CDnow Boardits Board of Directors, recommend to its shareholders that they give the CDnow Shareholder Approval. Without limiting the generality of the foregoing, CDnow agrees that its obligations pursuant to this Section 8.01(d) shall not be affected by the commencement, public proposal, public disclosure or communication to CDnow of any CDnow Takeover Proposal. (e) CDnow shall use its reasonable efforts to cause to be delivered to Time Warner stockholders approval and Sony a letter of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, CDnow's independent auditors, dated a date within two business days before the date on which the Form S-4 shall become effective and addressed to Time Warner and Sony, in form and substance reasonably satisfactory to Time Warner and Sony and customary in scope and substance for comfort letters delivered by independent public accountants in connection with registration statements similar to the Form S-4. (f) Time Warner and Sony shall use their reasonable efforts to cause to be delivered to CDnow a letter of Ernst & Young LLP, Columbia House's independent auditors, dated a date within two business days before the date on which the Form S-4 shall become effective and addressed to CDnow, in form and substance reasonably satisfactory to CDnow and customary in scope and substance for comfort letters delivered by independent public accountants in connection with registration statements similar to the Form S-4. (g) Time Warner and Sony shall use their reasonable efforts to cause to be delivered to Holdco as soon as practicable following the date adoption of this Agreement combined financial statements for MCo, VCo, Columbia House, Columbia House Mexico and Columbia House Canada that comply with the requirements of Items 14(e), (f) and (g) of Form S-4 under the Securities Act, to be included in the Proxy Statement and the Form S-4Agreement.

Additional Agreements. SECTION 8.018.1 REGISTRATION STATEMENT; PROXY STATEMENT; STOCKHOLDER ----------------------------------------------------- APPROVAL. Preparation of the Form S-4 and the Proxy Statement; Shareholders Meeting. (a) As soon as reasonably practicable following the date after execution of this -------- Agreement, CDnow, Holdco, Time Warner and Sony shall jointly prepare and CDnow UPC shall file the Registration Statement with the SEC the Proxy Statement in preliminary form and CDnow, Holdco, Time Warner and Sony shall jointly prepare and Holdco shall file with the SEC the Form S-4, in which the Proxy Statement will be included as a prospectusSEC, and each of CDnow, Holdco, Time Warner and Sony shall use its reasonable efforts to respond as promptly as practicable to any comments of the SEC with respect thereto. Each of CDnow, Holdco, Time Warner and Sony shall use its reasonable efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. CDnow shall use its reasonable efforts to cause the Proxy Registration Statement to be mailed to CDnow's shareholders as promptly as practicable after the Form S-4 is declared become effective under the Securities Act. Holdco shall 1933 Act and take any action (other than qualifying to do business in any jurisdiction in which CDnow or Columbia House are not now so qualified) required to be taken under any the applicable state Blue Sky or securities laws Laws in connection with the issuance of Holdco the shares of UPC Common Stock in upon consummation of the Transactions and under CDnow Stock Plans and CDnow Warrants, and CDnow Merger. Jefferson shall furnish all information concerning CDnow it and the holders of CDnow Common Stock and rights to acquire CDnow Common Stock pursuant to CDnow Stock Plans and CDnow Warrants its capital stock as UPC may be reasonably requested request in connection with any such action. The parties Jefferson shall notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or the Form S-4 or for additional information and shall supply each other with copies of all correspondence between any of its representativescall a Stockholders' Meeting, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement, the Form S-4 or the Transactions. No filing of, or amendment or supplement to, the Form S-4 will be made by Holdco, or the Proxy Statement will be made by CDnow, without providing each of Time Warner and Sony the opportunity to review and comment thereon and receiving the prior approval thereof of each of Time Warner and Sony. (b) If at any time prior to the Effective Time any event with respect to CDnow or any CDnow Subsidiary or with respect to other information supplied by CDnow for inclusion in the Proxy Statement or the Form S-4 shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Form S-4, CDnow shall promptly notify Time Warner and Sony of such event, and CDnow and Holdco shall cooperate with Time Warner and Sony in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and Form S-4 and, as required by Law, in disseminating the information contained in such amendment or supplement to CDnow's shareholders. (c) If at any time prior to the Effective Time any event with respect to any of the Columbia House Entities or any of the Columbia House Subsidiaries, or with respect to any other information supplied by Time Warner or Sony for inclusion in the Proxy Statement or the Form S-4, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Form S-4, Time Warner or Sony, as the case may be, shall promptly notify CDnow of such event, and Time Warner and Sony shall cooperate with CDnow and Holdco in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and the Form S-4 and, as required by Law, in disseminating the information contained in such amendment or supplement to CDnow's shareholders. (d) CDnow shall, held as soon as reasonably practicable following after the date of this AgreementRegistration Statement is declared effective by the SEC, establish a record date (which shall be as soon as practicable following the date of this Agreement) for, and duly call, give notice of, convene and hold, a meeting of its shareholders (the "CDnow Shareholders Meeting") for the purpose of obtaining voting upon approval of (i) this Agreement and the CDnow Shareholder ApprovalPlan of Merger and (ii) such other related matters as it deems appropriate. CDnow In connection with the Stockholders' Meeting, (i) UPC and Jefferson shall use its reasonable efforts prepare and, to cause the extent required by the Securities Laws, file with the SEC a Proxy Statement and mail such Proxy Statement to be mailed the Jefferson stockholders, (ii) the Parties shall furnish to CDnow's shareholders as promptly as practicable after each other all information concerning them that they may reasonably request in connection with such Proxy Statement, (iii) the Form S-4 is declared effective under the Securities Act. CDnow shall, through the CDnow Board, Board of Directors of Jefferson shall recommend to its shareholders that they give stockholders the CDnow Shareholder Approval. Without limiting the generality approval of the foregoingmatters submitted for approval, CDnow agrees that its obligations pursuant to this Section 8.01(dand (iv) shall not be affected by the commencement, public proposal, public disclosure or communication to CDnow Board of any CDnow Takeover Proposal. (e) CDnow shall use its reasonable efforts to cause to be delivered to Time Warner and Sony a letter Directors of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, CDnow's independent auditors, dated a date within two business days before the date on which the Form S-4 shall become effective and addressed to Time Warner and Sony, in form and substance reasonably satisfactory to Time Warner and Sony and customary in scope and substance for comfort letters delivered by independent public accountants in connection with registration statements similar to the Form S-4. (f) Time Warner and Sony Jefferson shall use their reasonable efforts to cause obtain such stockholders' approval, provided that Jefferson may withdraw, modify, or change in an adverse manner to UPC its recommendations if the Board of Directors of Jefferson, after having consulted with and based upon the advice of outside counsel, determines in good faith that the failure to so withdraw, modify, or change its recommendation could reasonably constitute a breach of the fiduciary duties of Jefferson's Board of Directors under applicable Law. In addition, nothing in this Section 8.1 or elsewhere in this Agreement shall prohibit accurate disclosure by Jefferson of information that is required to be delivered to CDnow a letter of Ernst & Young LLP, Columbia House's independent auditors, dated a date within two business days before disclosed in the date on which the Form S-4 shall become effective and addressed to CDnow, in form and substance reasonably satisfactory to CDnow and customary in scope and substance for comfort letters delivered by independent public accountants in connection with registration statements similar to the Form S-4. (g) Time Warner and Sony shall use their reasonable efforts to cause to be delivered to Holdco as soon as practicable following the date of this Agreement combined financial statements for MCo, VCo, Columbia House, Columbia House Mexico and Columbia House Canada that comply with the requirements of Items 14(e), (f) and (g) of Form S-4 under the Securities Act, to be included in Registration Statement or the Proxy Statement and or in any other document required to be filed with the Form S-4SEC (including, without limitation, a Solicitation/Recommendation Statement on Schedule 14D-9) or otherwise required to be publicly disclosed by applicable Law or regulations or rules of the NYSE or NASD.

Additional Agreements. SECTION 8.01. 5.1 Preparation of the Form S-4 and the Joint Proxy Statement; Shareholders Meeting.Stockholders/ (a) As soon as practicable Promptly following the date of this Agreement (but in any event, no more than 60 days following the date of this Agreement), CDnow, Holdco, Time Warner Anthem and Sony Cigna shall jointly prepare and CDnow shall file with the SEC the Joint Proxy Statement in preliminary form Statement, and CDnow, Holdco, Time Warner and Sony Anthem shall jointly prepare and Holdco shall file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus, . Each of Anthem and each of CDnow, Holdco, Time Warner and Sony Cigna shall use its reasonable efforts to respond as promptly as practicable to any comments of the SEC with respect thereto. Each of CDnow, Holdco, Time Warner and Sony shall use its reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. CDnow shall Each of Anthem and Cigna will use its reasonable best efforts to cause the Joint Proxy Statement to be mailed to CDnow's its shareholders and stockholders, respectively, as promptly as practicable (but no more than 10 Business Days) after the Form S-4 is declared effective under the Securities Act. Holdco Anthem shall also take any action (other than qualifying to do business in any jurisdiction in which CDnow or Columbia House are it is not now so qualified) required to be taken under any applicable state securities laws law in connection with the issuance of Holdco Common Stock in the Transactions and under CDnow Stock Plans and CDnow WarrantsShare Issuance, and CDnow Cigna shall furnish all information concerning CDnow Cigna and the holders of CDnow Cigna Common Stock and rights to acquire CDnow Cigna Common Stock pursuant to CDnow the Cigna Stock Plans as may be reasonably required in connection with any such action. Each of Anthem and CDnow Warrants Cigna shall furnish all information concerning itself and its Subsidiaries and Affiliates to the other as may be reasonably requested in connection with any such actionaction and the preparation, filing and distribution of the Form S-4 and the preparation, filing and distribution of the Joint Proxy Statement. The parties Each of Anthem, Merger Sub and Cigna agrees to promptly correct any information provided by it for use in the Form S-4 or the Joint Proxy Statement that shall have become false or misleading. Each of Anthem and Cigna will use its reasonable best efforts to cause the Form S-4 and the Joint Proxy Statement to comply as to form in all material respects with the applicable provisions of the Securities Act and the rules and regulations thereunder. Each of Anthem and Cigna shall promptly notify each the other promptly of party upon the receipt of any comments from the SEC or its staff and of any request by from the SEC or its staff for amendments or supplements to the Proxy Statement or the Form S-4 or for additional information Joint Proxy Statement and shall supply each provide the other party with copies of all correspondence between any of it and its representatives, on the one hand, and the SEC or its staffSEC, on the other hand, with respect . Prior to the Proxy Statement, filing the Form S-4 or the Transactions. No filing of, or and any amendment or supplement to, thereto or mailing the Form S-4 will be made by Holdco, or the Joint Proxy Statement will be made by CDnowand any amendment or supplement thereto or responding to any comments of the SEC with respect thereto, without providing each of Time Warner Anthem and Sony Cigna (i) shall cooperate and provide the other party an opportunity to review and comment thereon on such document or response (including the proposed final version of such document or response), (ii) shall include in such document or response all comments reasonably proposed by the other party and (iii) shall not file or mail such document or respond to the SEC prior to receiving the prior approval thereof of each of Time Warner and Sonythe other party, which approval shall not be unreasonably withheld, conditioned or delayed. (b) If at any time prior to the Effective Time any event with respect to CDnow or any CDnow Subsidiary or with respect to other information supplied by CDnow for inclusion in the Proxy Statement or the Form S-4 shall occur which is required to be described in an amendment ofCigna, or a supplement toacting through its Board of Directors, the Proxy Statement or the Form S-4, CDnow shall promptly notify Time Warner and Sony of such event, and CDnow and Holdco shall cooperate with Time Warner and Sony in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and Form S-4 and, as required by Law, in disseminating the information contained in such amendment or supplement to CDnow's shareholders. (c) If at any time prior to the Effective Time any event with respect to any of the Columbia House Entities or any of the Columbia House Subsidiaries, or with respect to any other information supplied by Time Warner or Sony for inclusion in the Proxy Statement or the Form S-4, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Form S-4, Time Warner or Sony, as the case may be, shall promptly notify CDnow of such event, and Time Warner and Sony shall cooperate with CDnow and Holdco in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and the Form S-4 and, as required by Law, in disseminating the information contained in such amendment or supplement to CDnow's shareholders. (d) CDnow shall, as soon as practicable following the date subject to and in accordance with its certificate of this Agreementincorporation and bylaws, establish a record date (which shall be as soon as practicable following the date of this Agreement) for, promptly and duly call, give notice of, convene and hold, hold as soon as practicable (but no more than 60 days) following the date upon which the Form S-4 becomes effective a meeting of its shareholders the holders of Cigna Common Stock (the "CDnow Shareholders “Cigna Stockholders Meeting"”) for the purpose of obtaining voting to adopt this Agreement, and subject to this Section 5.1, (i) shall recommend adoption of this Agreement by the CDnow Shareholder Approval. CDnow stockholders of Cigna (the “Cigna Recommendation”) and include in the Joint Proxy Statement such Cigna Recommendation, (ii) shall use its reasonable best efforts to cause solicit and obtain such adoption and (iii) shall not withhold, withdraw, amend, modify or qualify (or publicly propose to or publicly state that it intends to withdraw, amend, modify or qualify) in any manner adverse to Anthem such recommendation (it being understood that publicly taking a neutral position or no position with respect to a Cigna Alternative Transaction (other than a “stop, look and listen” communication to the Proxy Statement stockholders of Cigna pursuant to Rule 14d-9(f) under the Exchange Act (or any similar communication to the stockholders of Cigna)) shall be considered a modification to the Cigna Recommendation in a manner adverse to Anthem) (collectively, a “Change in Cigna Recommendation”). Notwithstanding anything in this Section 5.1 or Section 5.4(a) to the contrary, at any time prior to the receipt of the Required Cigna Vote (and in no event after the receipt of the Required Cigna Vote), the Board of Directors of Cigna may (i) effect a Change in Cigna Recommendation in response to a Cigna Intervening Event or (ii) effect a Change in Cigna Recommendation and, subject to compliance with this Section 5.1(b) and Section 7.1(l), terminate this Agreement in accordance with Section 7.1(l), following receipt of an unsolicited bona fide written proposal for a Cigna Alternative Transaction after the date of this Agreement, which Cigna’s Board of Directors determines in good faith after consultation with its financial advisors and outside legal counsel is a Cigna Superior Proposal, in each case with respect to clauses (i) and (ii), if and only if the Cigna Board of Directors determines in good faith by resolution duly adopted after consultation with its outside legal counsel that such action is reasonably likely to be mailed required in order for the directors to CDnow's shareholders comply with their fiduciary duties under Delaware law and Cigna has complied in all material respects with the applicable provisions of this Section 5.1 and Section 5.4(a) with respect thereto. Prior to effecting a Change in Cigna Recommendation or Change in Cigna Recommendation and termination of this Agreement in accordance with Section 7.1(l) as promptly provided above, Cigna shall provide Anthem with five Business Days’ prior written notice (it being understood and agreed that any amendment to the financial terms or any other material term of such applicable Cigna Alternative Transaction or any change to the material facts or circumstances relating to such Cigna Intervening Event shall, in each case, require a new written notice and a new five Business Day period commencing at the time of such new notice) advising Anthem of its intention to effect a Change in Cigna Recommendation or Change in Cigna Recommendation and termination of this Agreement in accordance with Section 7.1(l) as provided above, and specifying in reasonable detail (i) in the case of a Cigna Alternative Transaction, the material terms and conditions of, and the identity of any Person proposing, such Cigna Alternative Transaction or (ii) in the case of a Cigna Intervening Event, the material facts and circumstances relating to such Cigna Intervening Event, and that Cigna shall, during such time and if requested by Anthem, engage in good faith negotiations with Anthem (including by making its officers and its financial and legal advisors reasonably available to negotiate) to amend this Agreement (x) such that the proposed Cigna Alternative Transaction would no longer constitute a Cigna Superior Proposal or (y) in a manner that obviates the need to effect a Change in Cigna Recommendation, as applicable. The parties agree that nothing in this Section 5.1(b) shall in any way limit or otherwise affect Anthem’s right to terminate this Agreement pursuant to Section 7.1(c) at such time as the requirements of such subsection have been met. Any such Change in Cigna Recommendation shall not (1) change the approval of this Agreement or any other approval of the Board of Directors of Cigna in any respect that would have the effect of causing any state (including Delaware) corporate takeover statute or other similar statute to be applicable to the transactions contemplated hereby, including the Mergers, or (2) change the obligation of Cigna to present this Agreement for adoption at the Cigna Stockholders Meeting on the earliest practicable date after the Form S-4 becomes effective. Notwithstanding any Change in Cigna Recommendation, if this Agreement is declared effective not otherwise terminated by either Cigna or Anthem in accordance with the terms hereof, this Agreement shall be submitted to the stockholders of Cigna at the Cigna Stockholders Meeting for the purpose of voting on adopting this Agreement, and nothing contained herein, including any rights of Cigna to take certain actions pursuant to Section 5.4(a), shall be deemed to relieve Cigna of such obligation. Nothing contained in this Agreement shall prohibit Cigna from (I) complying with Rule 14a-9, Rule 14d-9 and Rule 14e-2(a) promulgated under the Securities Exchange Act. CDnow ; provided, that any such action made that relates to a Cigna Alternative Transaction shall be deemed to be a Change in Cigna Recommendation unless the Cigna Board of Directors recommends against the Cigna Alternative Transaction and reaffirms the Cigna Recommendation in connection with such action, (II) making any disclosure to the stockholders of Cigna if the Cigna Board of Directors determines in good faith, after consultation with its outside legal counsel, that such action is reasonably likely to be required in order for the directors to comply with their fiduciary duties under Delaware law or (III) informing any Person of the existence of the provisions contained in this Section 5.1; provided, however, that neither the Cigna Board of Directors nor any committee thereof shall, through except as expressly permitted by this Section 5.1(b), effect any Change in Cigna Recommendation; it being understood that a “stop, look and listen” communication to the CDnow Board, recommend to its shareholders that they give the CDnow Shareholder Approval. Without limiting the generality stockholders of the foregoing, CDnow agrees that its obligations Cigna pursuant to this Section 8.01(dRule 14d-9(f) under the Exchange Act (or any similar communication to the stockholders of Cigna) shall not be affected by the commencement, public proposal, public disclosure deemed to be or communication to CDnow of any CDnow Takeover Proposalconstitute a Change in Cigna Recommendation. (ec) CDnow Anthem, acting through its Board of Directors, shall, subject to and in accordance with its articles of incorporation and bylaws, promptly and duly call, give notice of, convene and hold as soon as practicable (but no more than 60 days) following the date upon which the Form S-4 becomes effective a meeting of the holders of Anthem Common Stock (the “Anthem Shareholders Meeting”) for the purpose of voting to approve the Share Issuance, and subject to this Section 5.1, (i) shall recommend approval of the Share Issuance to the shareholders of Anthem (the “Anthem Recommendation”) and include in the Joint Proxy Statement such Anthem Recommendation, (ii) shall use its reasonable best efforts to cause solicit and obtain such approval and (iii) shall not withhold, withdraw, amend, modify or qualify (or publicly propose to be delivered or publicly state that it intends to Time Warner withdraw, amend, modify or qualify) in any manner adverse to Cigna such recommendation (it being understood that publicly taking a neutral position or no position with respect to an Anthem Alternative Transaction (other than a “stop, look and Sony a letter of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, CDnow's independent auditors, dated a date within two business days before the date on which the Form S-4 shall become effective and addressed to Time Warner and Sony, in form and substance reasonably satisfactory to Time Warner and Sony and customary in scope and substance for comfort letters delivered by independent public accountants in connection with registration statements similar listen” communication to the Form S-4. shareholders of Anthem pursuant to Rule 14d-9(f) under the Exchange Act (f) Time Warner and Sony shall use their reasonable efforts to cause to be delivered to CDnow a letter of Ernst & Young LLP, Columbia House's independent auditors, dated a date within two business days before the date on which the Form S-4 shall become effective and addressed to CDnow, in form and substance reasonably satisfactory to CDnow and customary in scope and substance for comfort letters delivered by independent public accountants in connection with registration statements or any similar communication to the Form S-4. shareholders of Anthem) shall be considered a modification to the Anthem Recommendation in a manner adverse to Cigna) (gcollectively, a “Change in Anthem Recommendation”). Notwithstanding anything in this Section 5.1 or Section 5.4(b) Time Warner to the contrary, at any time prior to the receipt of the Required Anthem Vote (and Sony shall use their reasonable efforts in no event after the receipt of the Required Anthem Vote), the Board of Directors of Anthem may (i) effect a Change in Anthem Recommendation in response to cause an Anthem Intervening Event or (ii) effect a Change in Anthem Recommendation and, subject to be delivered to Holdco as soon as practicable following compliance with this Section 5.1(c) and Section 7.1(m), terminate this Agreement in accordance with Section 7.1(m),following receipt of an unsolicited bona fide written proposal for an Anthem Alternative Transaction after the date of this Agreement combined Agreement, which Anthem’s Board of Directors determines in good faith after consultation with its financial statements advisors and outside legal counsel is an Anthem Superior Proposal, in each case with respect to clauses (i) and (ii), if and only if the Anthem Board of Directors determines in good faith by resolution duly adopted after consultation with its outside legal counsel that such action is reasonably likely to be required in order for MCo, VCo, Columbia House, Columbia House Mexico and Columbia House Canada that the directors to comply with their fiduciary duties under Indiana law and Anthem has complied in all material respects with the applicable provisions of this Section 5.1 and Section 5.4(b) with respect thereto. Prior to effecting a Change in Anthem Recommendation or Change in Anthem Recommendation and termination of this Agreement in accordance with Section 7.1(m) as provided above, Anthem shall provide Cigna with five Business Days’ prior written notice (it being understood and agreed that any amendment to the financial terms or any other material term of such applicable Anthem Alternative Transaction or any change to the material facts or circumstances relating to such Anthem Intervening Event shall, in each case, require a new written notice and a new five Business Day period commencing at the time of such new notice) advising Cigna of its intention to effect a Change in Anthem Recommendation or Change in Anthem Recommendation and termination of this Agreement in accordance with Section 7.1(m) as provided above, and specifying in reasonable detail (i) in the case of an Anthem Alternative Transaction, the material terms and conditions of, and the identity of any Person proposing, such Anthem Alternative Transaction or (ii) in the case of an Anthem Intervening Event, the material facts and circumstances relating to such Anthem Intervening Event, and that Anthem shall, during such time and if requested by Cigna, engage in good faith negotiations with Cigna (including by making its officers and its financial and legal advisors reasonably available to negotiate) to amend this Agreement (x) such that the proposed Anthem Alternative Transaction would no longer constitute an Anthem Superior Proposal or (y) in a manner that obviates the need to effect a Change in Anthem Recommendation, as applicable. The parties agree that nothing in this Section 5.1(c) shall in any way limit or otherwise affect Cigna’s right to terminate this Agreement pursuant to Section 7.1(d) at such time as the requirements of Items 14(esuch subsection have been met. Any such Change in Anthem Recommendation shall not (1) change the approval of this Agreement or any other approval of the Board of Directors of Anthem in any respect that would have the effect of causing any state (including Indiana) corporate takeover statute or other similar statute to be applicable to the transactions contemplated hereby, including the Mergers, or (2) change the obligation of Anthem to present the Share Issuance for approval at the Anthem Shareholders Meeting on the earliest practicable date after the Form S-4 becomes effective. Notwithstanding any Change in Anthem Recommendation, if this Agreement is not otherwise terminated by either Cigna or Anthem in accordance with the terms hereof, the Share Issuance shall be submitted to the shareholders of Anthem at the Anthem Shareholders Meeting for the purpose of voting on approving the Share Issuance, and nothing contained herein, including any rights of Anthem to take certain actions pursuant to Section 5.4(b), shall be deemed to relieve Anthem of such obligation. Nothing contained in this Agreement shall prohibit Anthem from (fI) complying with Rule 14a-9, Rule 14d-9 and (gRule 14e-2(a) of Form S-4 promulgated under the Securities Exchange Act; provided, that any such action made that relates to an Anthem Alternative Transaction shall be deemed to be included a Change in Anthem Recommendation unless the Proxy Statement and Anthem Board of Directors recommends against the Form S-4.Anthem Alternative Transaction reaffirms the Anthem Recommendation in connection with such action,

Additional Agreements. SECTION 8.01Section 7.1. Preparation of the Form S-4 and the Joint Proxy Statement/Prospectus; Shareholders MeetingStockholders Meetings. (a) As soon promptly as practicable following the date of this Agreementhereof, CDnow, Holdco, Time Warner Parent and Sony the Company shall jointly prepare and CDnow file with the SEC preliminary proxy materials and any amendments or supplements thereof which shall constitute the joint proxy statement/prospectus (such proxy statement/prospectus, and any amendments or supplements thereto, the "Joint Proxy Statement/Prospectus") and Parent shall prepare and file with the SEC the Proxy Registration Statement on Form S-4 with respect to the issuance of Parent Common Stock in preliminary form and CDnow, Holdco, Time Warner and Sony shall jointly prepare and Holdco shall file with the SEC Merger (the "Form S-4, ") in which the Joint Proxy Statement Statement/Prospectus will be included as a prospectus, . The Form S-4 and each of CDnow, Holdco, Time Warner and Sony the Joint Proxy Statement/Prospectus shall use its reasonable efforts comply as to respond as promptly as practicable to any comments form in all material respects with the applicable provisions of the SEC with respect theretoSecurities Act and the Exchange Act. Each of CDnow, Holdco, Time Warner Parent and Sony the Company shall use its all reasonable efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. CDnow shall use its reasonable efforts filing it with the SEC and to cause the Proxy Statement to be mailed to CDnow's shareholders as promptly as practicable after keep the Form S-4 effective as long as is declared effective under necessary to consummate the Securities Act. Holdco shall take any action (other than qualifying to do business in any jurisdiction in which CDnow or Columbia House are not now so qualified) required to be taken under any applicable state securities laws in connection with the issuance of Holdco Common Stock in the Transactions and under CDnow Stock Plans and CDnow Warrants, and CDnow shall furnish all information concerning CDnow and the holders of CDnow Common Stock and rights to acquire CDnow Common Stock pursuant to CDnow Stock Plans and CDnow Warrants as may be reasonably requested in connection with any such actionMerger. The parties shall notify promptly provide copies, consult with each other promptly of the receipt of and prepare written responses with respect to any written comments received from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or the Form S-4 or for additional information and shall supply each other with copies of all correspondence between any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Form S-4 and the Joint Proxy Statement, /Prospectus and promptly advise the Form S-4 other party of any oral comments received from the SEC. Parent agrees that none of the information supplied or to be supplied by Parent for inclusion or incorporation by reference in the Transactions. No filing of, or Joint Proxy Statement/Prospectus and each amendment or supplement tothereto, at the Form S-4 time of mailing thereof and at the time of the Company Shareholders Meeting or the Parent Shareholders Meeting, will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company agrees that none of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus and each amendment or supplement thereto, at the time of mailing thereof and at the time of the Company Shareholders Meeting or the Parent Shareholders Meeting, will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. For purposes of the foregoing, it is understood and agreed that information concerning or related to Parent and the Parent Shareholders Meeting will be made deemed to have been supplied by Holdco, Parent and information concerning or related to the Proxy Statement will Company and the Company Shareholders Meeting shall be made deemed to have been supplied by CDnow, without providing each of Time Warner and Sony the opportunity to review and comment thereon and receiving the prior approval thereof of each of Time Warner and SonyCompany. (b) If at any time prior to the Effective Time any event with respect to CDnow or any CDnow Subsidiary or with respect to other information supplied by CDnow for inclusion in the Proxy Statement or the Form S-4 shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Form S-4, CDnow shall promptly notify Time Warner and Sony As of such event, and CDnow and Holdco shall cooperate with Time Warner and Sony in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and Form S-4 and, as required by Law, in disseminating the information contained in such amendment or supplement to CDnow's shareholders. (c) If at any time prior to the Effective Time any event with respect to any of the Columbia House Entities or any of the Columbia House Subsidiaries, or with respect to any other information supplied by Time Warner or Sony for inclusion in the Proxy Statement or the Form S-4, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Form S-4, Time Warner or Sony, as the case may be, shall promptly notify CDnow of such event, and Time Warner and Sony shall cooperate with CDnow and Holdco in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and the Form S-4 and, as required by Law, in disseminating the information contained in such amendment or supplement to CDnow's shareholders. (d) CDnow shall, as soon as practicable following the date of this Agreement, establish the Board of Directors of Parent is composed of three classes with a record total of nine directors. The Joint Proxy Statement/Prospectus shall nominate for election to the Board of Directors of Parent, as of the date of the Parent Shareholders Meeting (which as hereinafter defined), the two persons listed in Exhibit A hereto. Promptly following the Effective Time, the three directors listed in Exhibit B shall be resign from the Board of Directors of Parent, and the Board of Directors of Parent shall take action to fill the vacancies created by such resignations by appointing the four individuals listed in Part I of Exhibit C ("Company Nominees"). In addition, promptly following the Effective Time, the Board of Directors of Parent will take action to increase their size to ten and shall appoint the individual listed in Part II of Exhibit C to fill the seat created by such expansion. (c) The Company shall, as soon promptly as practicable following the date execution of this Agreement) for, and duly call, give notice of, convene and hold, hold a meeting of its shareholders (the "CDnow Company Shareholders Meeting") for the purpose of obtaining the CDnow Shareholder Approval. CDnow required Company shareholder vote with respect to the transactions contemplated by this Agreement, and, subject to Section 7.4, shall use its reasonable efforts to cause solicit the Proxy Statement to be mailed to CDnow's shareholders adoption of this Agreement by the required Company shareholder vote. (d) Parent shall, as promptly as practicable after following the Form S-4 is declared effective under the Securities Act. CDnow shallexecution of this Agreement, through the CDnow Boardduly call, recommend to give notice of, convene and hold a meeting of its shareholders that they give (the CDnow Shareholder Approval. Without limiting "Parent Shareholders Meeting") for the generality purpose of obtaining the foregoingrequired Parent shareholder vote with respect to the transactions contemplated by this Agreement and, CDnow agrees that its obligations pursuant subject to this Section 8.01(d) shall not be affected by the commencement7.5, public proposal, public disclosure or communication to CDnow of any CDnow Takeover Proposal. (e) CDnow shall use its reasonable efforts to cause to be delivered to Time Warner and Sony a letter solicit the approval of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, CDnow's independent auditors, dated a date within two business days before this Agreement by the date on which the Form S-4 shall become effective and addressed to Time Warner and Sony, in form and substance reasonably satisfactory to Time Warner and Sony and customary in scope and substance for comfort letters delivered by independent public accountants in connection with registration statements similar to the Form S-4required Parent shareholder vote. (fe) Time Warner The Company Shareholders Meeting and Sony the Parent Shareholders Meeting shall use their reasonable efforts to cause to be delivered to CDnow a letter of Ernst & Young LLP, Columbia House's independent auditors, dated a take place on the same date within two business days before the date on which the Form S-4 shall become effective and addressed to CDnow, in form and substance reasonably satisfactory to CDnow and customary in scope and substance for comfort letters delivered by independent public accountants in connection with registration statements similar to the Form S-4extent practicable. (g) Time Warner and Sony shall use their reasonable efforts to cause to be delivered to Holdco as soon as practicable following the date of this Agreement combined financial statements for MCo, VCo, Columbia House, Columbia House Mexico and Columbia House Canada that comply with the requirements of Items 14(e), (f) and (g) of Form S-4 under the Securities Act, to be included in the Proxy Statement and the Form S-4.

Additional Agreements. SECTION 8.01. Preparation of the Form S-4 and the Proxy Statement5.1 SHAREHOLDERS' MEETING; Shareholders MeetingPREPARATION OF DISCLOSURE DOCUMENTS. (a) Except as otherwise provided in Section 5.4, the Company shall, as soon as practicable following the date of this Agreement, duly call, give notice of, convene and hold a meeting of its shareholders (the "Shareholders' Meeting") for the purpose of adopting this Agreement and the transactions contemplated hereby, including the Merger, by obtaining the Required Company Vote. Except as otherwise provided in Section 5.4, the Company Board, based upon the recommendation of the Special Committee, shall declare the advisability of, and recommend to its shareholders the approval and adoption of, this Agreement and the transactions contemplated hereby, including the Merger, shall include such recommendation in the Proxy Statement and shall take all lawful action to solicit such approval and adoption. (b) As soon as practicable following the date of this Agreement, CDnow, Holdco, Time Warner the Company and Sony Acquirer shall jointly prepare prepare, and CDnow the Company shall file with the SEC SEC, the Proxy Statement and the Schedule 13E-3. Acquirer will cooperate with the Company in preliminary form connection with the preparation and CDnow, Holdco, Time Warner and Sony shall jointly prepare and Holdco shall file filing with the SEC the Form S-4, in which of the Proxy Statement will and the Schedule 13E-3, including, but not limited to, furnishing the Company upon request with any and all information regarding Acquirer or its Affiliates, the plans of such Persons for the Surviving Company after the Effective Time and all other matters and information as may be included as a prospectus, required to be set forth therein under the Exchange Act or the rules and each of CDnow, Holdco, Time Warner and Sony regulations promulgated thereunder. The Company shall use its reasonable good faith efforts (i) to respond as promptly as practicable to any the comments of the SEC with respect thereto. Each of CDnow, Holdco, Time Warner and Sony shall use its reasonable efforts to have concerning the Form S-4 declared effective under Proxy Statement or the Securities Act Schedule 13E-3 as promptly as practicable after such filing. CDnow shall use its reasonable efforts practicable, and (ii) to cause the final Proxy Statement to be mailed to CDnowthe Company's shareholders as promptly as practicable not later than 10 business days after clearance from the Form S-4 is declared effective under SEC. The Company shall pay the Securities Actfiling fees for the Proxy Statement and the Schedule 13E-3. Holdco Acquirer shall take any action (other than qualifying be given a reasonable opportunity to do business in any jurisdiction in which CDnow or Columbia House are not now so qualified) required review and comment upon all filings with the SEC and all mailings to be taken under any applicable state securities laws the Company's shareholders in connection with the issuance of Holdco Common Stock Merger prior to the filing or mailing thereof. The Company and Acquirer each agree to correct any information provided by such party for use in the Transactions and under CDnow Stock Plans and CDnow WarrantsProxy Statement or the Schedule 13E-3 which becomes false or misleading. The Company shall cause the fairness opinion of Duff & Phelps, and CDnow shall furnish all information concerning CDnow LLC referred to in Section 3.10) to be included as an exhibi▇ ▇▇ ▇he Proxy Statement and the holders of CDnow Common Stock and rights to acquire CDnow Common Stock pursuant to CDnow Stock Plans and CDnow Warrants as may be reasonably requested in connection with any such action. The parties Schedule 13E-3. (c) Each party shall notify each the other party promptly of (i) the receipt of any notices, comments or other communications from the SEC or its staff any other Governmental Entity, and of (ii) any request requests by the SEC or its staff for amendments or supplements to the Proxy Statement or the Form S-4 Schedule 13E-3 or for additional information information, and shall supply each will promptly provide the other party with copies of all correspondence between any of such parry or its representatives, representatives on the one hand, hand and the SEC or members of its staff, staff on the other hand, hand with respect to the Proxy Statement, the Form S-4 Statement or the Transactions. No filing of, or amendment or supplement to, the Form S-4 will be made by Holdco, or the Proxy Statement will be made by CDnow, without providing each of Time Warner and Sony the opportunity to review and comment thereon and receiving the prior approval thereof of each of Time Warner and SonySchedule 13E-3. (bd) If If, at any time prior to the Effective Time Shareholders' Meeting, any event with respect should occur relating to CDnow the Company or any CDnow Subsidiary or with respect to other information supplied by CDnow for inclusion in the Proxy Statement or the Form S-4 shall occur its Subsidiaries which is required to should be described set forth in an amendment of, or a supplement to, the Proxy Statement or the Form S-4Schedule 13E-3, CDnow shall the Company will promptly notify Time Warner and Sony of such eventinform Acquirer. If, and CDnow and Holdco shall cooperate with Time Warner and Sony in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and Form S-4 and, as required by Law, in disseminating the information contained in such amendment or supplement to CDnow's shareholders. (c) If at any time prior to the Effective Time Shareholders' Meeting, any event with respect should occur relating to any Acquirer or relating to the plans of Acquirer for the Columbia House Entities or any of Surviving Company after the Columbia House SubsidiariesEffective Time, or with respect to any other information supplied by Time Warner or Sony for inclusion in the Proxy Statement or the Form S-4, shall occur which is required to should be described set forth in an amendment of, or a supplement to, the Proxy Statement or the Form S-4Schedule 13E-3, Time Warner Acquirer will promptly inform the Company. In any such case, the Company or SonyAcquirer, as the case may be, shall promptly notify CDnow with the cooperation of the other party, shall, upon learning of such event, and Time Warner and Sony shall cooperate with CDnow and Holdco in the prompt filing with the SEC of any necessary promptly prepare, file and, if required, mail such amendment or supplement to the Proxy Statement Company's shareholders; provided that, prior to such filing or mailing, the parties shall approve (which approval, with respect to either party, shall not be unreasonably withheld or delayed) the form and the Form S-4 and, as required by Law, in disseminating the information contained in content of such amendment or supplement to CDnow's shareholderssupplement. (d) CDnow shall, as soon as practicable following the date of this Agreement, establish a record date (which shall be as soon as practicable following the date of this Agreement) for, and duly call, give notice of, convene and hold, a meeting of its shareholders (the "CDnow Shareholders Meeting") for the purpose of obtaining the CDnow Shareholder Approval. CDnow shall use its reasonable efforts to cause the Proxy Statement to be mailed to CDnow's shareholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act. CDnow shall, through the CDnow Board, recommend to its shareholders that they give the CDnow Shareholder Approval. Without limiting the generality of the foregoing, CDnow agrees that its obligations pursuant to this Section 8.01(d) shall not be affected by the commencement, public proposal, public disclosure or communication to CDnow of any CDnow Takeover Proposal. (e) CDnow shall use its reasonable efforts to cause to be delivered to Time Warner and Sony a letter of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, CDnow's independent auditors, dated a date within two business days before the date on which the Form S-4 shall become effective and addressed to Time Warner and Sony, in form and substance reasonably satisfactory to Time Warner and Sony and customary in scope and substance for comfort letters delivered by independent public accountants in connection with registration statements similar to the Form S-4. (f) Time Warner and Sony shall use their reasonable efforts to cause to be delivered to CDnow a letter of Ernst & Young LLP, Columbia House's independent auditors, dated a date within two business days before the date on which the Form S-4 shall become effective and addressed to CDnow, in form and substance reasonably satisfactory to CDnow and customary in scope and substance for comfort letters delivered by independent public accountants in connection with registration statements similar to the Form S-4. (g) Time Warner and Sony shall use their reasonable efforts to cause to be delivered to Holdco as soon as practicable following the date of this Agreement combined financial statements for MCo, VCo, Columbia House, Columbia House Mexico and Columbia House Canada that comply with the requirements of Items 14(e), (f) and (g) of Form S-4 under the Securities Act, to be included in the Proxy Statement and the Form S-4.

Additional Agreements. SECTION 8.01. Preparation of the Form S-4 and the Proxy Statement; Shareholders Meeting. (a) As soon as practicable following the date of this Agreement, CDnow, Holdco, Time Warner and Sony shall jointly prepare and CDnow shall file with the SEC the Proxy Statement in preliminary form and CDnow, Holdco, Time Warner and Sony shall jointly prepare and Holdco shall file with the SEC the Form S-4, in which the Proxy Statement will be included as a prospectus, and each of CDnow, Holdco, Time Warner and Sony shall use its reasonable efforts to respond as promptly as practicable to any comments In support of the SEC with respect thereto. Each patenting and utilization of CDnowInvention Disclosures by Buyer or the Transferred Subsidiaries, HoldcoSellers agree, Time Warner and Sony shall use its reasonable efforts upon the written request of Buyer, to have the Form S-4 declared effective under the Securities Act as promptly as practicable after make corresponding assignments to Buyer or such filing. CDnow shall use its reasonable efforts to cause the Proxy Statement to be mailed to CDnow's shareholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Holdco shall take any action (other than qualifying to do business in any jurisdiction in which CDnow or Columbia House are not now so qualified) required to be taken under any applicable state securities laws in connection with the issuance of Holdco Common Stock in the Transactions and under CDnow Stock Plans and CDnow Warrants, and CDnow shall furnish all information concerning CDnow and the holders of CDnow Common Stock and rights to acquire CDnow Common Stock pursuant to CDnow Stock Plans and CDnow Warrants Subsidiaries as may be reasonably requested in connection with any such action. The parties shall notify each other promptly appropriate, of its rights and remedies against the receipt of any comments from the SEC inventors thereof, or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or the Form S-4 or for additional information and shall supply each other with copies of all correspondence between any of its representativesthem, on the one handso far as relating to such unpatented inventions and arising by operation of law, and the SEC estoppel, implication or its staffexpress contract, on the other hand, with respect to the Proxy Statement, the Form S-4 or the Transactions. No filing of, or amendment or supplement to, the Form S-4 will be made by Holdco, or the Proxy Statement will be made by CDnowincluding, without providing each of Time Warner limitation, those rights as expressed in contracts between Sellers and Sony the opportunity to review present and comment thereon past employees and receiving the prior approval thereof of each of Time Warner and Sonyconsultants. (b) If at any time Sellers represent that all rights in Patents and in Invention Disclosures owned or held by Buyer or the Transferred Subsidiaries after the Closing Date will be subject to the rights and licenses granted to others in License Agreements in or to such Patents and Invention Disclosures existing prior to the Effective Time any event with respect to CDnow or any CDnow Subsidiary or with respect to other information supplied by CDnow for inclusion in the Proxy Statement or the Form S-4 shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Form S-4, CDnow shall promptly notify Time Warner and Sony of such event, and CDnow and Holdco shall cooperate with Time Warner and Sony in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and Form S-4 and, as required by Law, in disseminating the information contained in such amendment or supplement to CDnow's shareholdersClosing Date. (c) If at the assignment of any time invention or Patent, or the grant of any non-assertion hereunder, would impose or result in any obligation of Sellers to make any payments under Applicable Law or by reason of agreement existing prior to the Effective Time any event with respect to any of the Columbia House Entities or any of the Columbia House SubsidiariesClosing Date, or with respect to any other information supplied by Time Warner or Sony for inclusion in the Proxy Statement or the Form S-4, shall occur which is excepting only as such payment may be required to be described made to a Subsidiary of Sellers, but including any such payments as may be due upon licensing (but not for Sellers' own use) to inventors under the laws of any country, then and in an amendment ofsuch event the assignment or non-assertion shall be effective as of the Closing Date, or a supplement to, the Proxy Statement or the Form S-4, Time Warner or Sony, as the case may be, but shall promptly notify CDnow of be subsequently rescindable by Sellers unless and until Buyer undertakes by binding instrument in writing to make such event, and Time Warner and Sony shall cooperate with CDnow and Holdco payment in the prompt filing with the SEC place and stead of Sellers. Sellers shall notify Buyer in writing at least sixty (60) days in advance of any necessary amendment or supplement such obligation(s) to the Proxy Statement and the Form S-4 and, as required by Law, in disseminating the information contained in such amendment or supplement to CDnow's shareholdersmake payments which are within its reasonable knowledge. (d) CDnow shall, as soon as practicable following Except for the date of express representations and warranties in this Agreement or the Master Agreement, establish a record date (which shall be as soon as practicable following no warranty or representation is hereby given or implied with respect to the date of this Agreement) for, and duly call, give notice of, convene and hold, a meeting of its shareholders (the "CDnow Shareholders Meeting") for the purpose of obtaining the CDnow Shareholder Approval. CDnow shall use its reasonable efforts to cause the Proxy Statement to be mailed to CDnow's shareholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act. CDnow shall, through the CDnow Board, recommend to its shareholders that they give the CDnow Shareholder Approval. Without limiting the generality of the foregoing, CDnow agrees that its obligations pursuant to this Section 8.01(d) shall not be affected by the commencement, public proposal, public disclosure or communication to CDnow validity of any CDnow Takeover ProposalPatent. (e) CDnow shall use its reasonable efforts Except as otherwise expressly provided herein, no obligation is hereby assumed by Buyer or Sellers or their Subsidiaries to cause maintain, prosecute, enforce or litigate, file, assert, or defend any Patent or Patent to be delivered to Time Warner and Sony a letter issue on an Invention Disclosure within the scope of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, CDnow's independent auditors, dated a date within two business days before the date on which the Form S-4 shall become effective and addressed to Time Warner and Sony, in form and substance reasonably satisfactory to Time Warner and Sony and customary in scope and substance for comfort letters delivered by independent public accountants in connection with registration statements similar to the Form S-4this Agreement. (f) Time Warner and Sony The rights transferred or granted to, or retained by, any party under this Agreement may be transferred or granted to others by such party together with the business to which such rights pertain, or pro tanto with a sale of a part of that business; provided that such transfer or grant shall use their reasonable efforts to cause to be delivered to CDnow a letter of Ernst & Young LLP, Columbia House's independent auditors, dated a date within two business days before not diminish or otherwise adversely affect the date on which rights held or retained by the Form S-4 shall become effective and addressed to CDnow, party hereto not involved in form and substance reasonably satisfactory to CDnow and customary in scope and substance for comfort letters delivered by independent public accountants in connection with registration statements similar to the Form S-4such transfer. (g) Time Warner In the event that Buyer shall contemplate or commence any judicial or administrative proceedings under any Patents Type 1 or Patents to issue on Invention Disclosures, Sellers shall cooperate with Buyer in respect of such proceeding or contemplated proceeding. Sellers' cooperation shall include: providing relevant information and Sony documents that are in Sellers' possession, and making personnel available on reasonable request for interview by counsel, and for deposition and trial testimony if reasonably deemed necessary or desirable. Buyer shall use their reasonable efforts to cause to be delivered to Holdco as soon as practicable following the date reimburse Sellers for all of this Agreement combined financial statements for MCo, VCo, Columbia House, Columbia House Mexico and Columbia House Canada that comply with the requirements of Items 14(e), (f) and (g) of Form S-4 under the Securities Act, to be included in the Proxy Statement and the Form S-4Sellers' expenses.

Additional Agreements. SECTION 8.015.1. Preparation of the Form S-4 and the Joint Proxy Statement; Shareholders MeetingStockholders Meetings. (a) As soon as practicable Promptly following the date of this Agreement, CDnow, Holdco, Time Warner Company and Sony Purchaser shall jointly prepare and CDnow shall file with the SEC the Joint Proxy Statement in preliminary form Statement, and CDnow, Holdco, Time Warner and Sony Purchaser shall jointly prepare and Holdco shall file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus, . Each of Company and each of CDnow, Holdco, Time Warner and Sony Purchaser shall use its reasonable efforts to respond as promptly as practicable to any comments of the SEC with respect thereto. Each of CDnow, Holdco, Time Warner and Sony shall use its reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. CDnow shall Each of Company and Purchaser will use its reasonable best efforts to cause the Joint Proxy Statement to be mailed to CDnow's shareholders its stockholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Holdco Purchaser shall also take any action (other than qualifying to do business in any jurisdiction in which CDnow or Columbia House are it is not now so qualified) required to be taken under any applicable state securities laws law in connection with the issuance of Holdco Common Stock in the Transactions and under CDnow Stock Plans and CDnow WarrantsShare Issuance, and CDnow Company shall furnish all information concerning CDnow Company and the holders of CDnow Company Common Stock and rights to acquire CDnow Company Common Stock pursuant to CDnow the Company Stock Option Plans as may be reasonably required in connection with any such action. Each of Purchaser and CDnow Warrants Company shall furnish all information concerning itself to the other as may be reasonably requested in connection with any such action. The parties shall notify each other promptly action and the preparation, filing and distribution of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or the Form S-4 or for additional information and shall supply each other with copies of all correspondence between any of its representatives, on the one hand, and the SEC or its staffpreparation, on filing and distribution of the other hand, with respect to the Joint Proxy Statement. Company, Purchaser and Merger Sub each agree to promptly correct any information provided by it for use in the Form S-4 or the Transactions. No filing of, or amendment or supplement to, the Form S-4 will be made by Holdco, or the Joint Proxy Statement will be made by CDnow, without providing each of Time Warner and Sony the opportunity to review and comment thereon and receiving the prior approval thereof of each of Time Warner and Sonythat shall have become false or misleading. (b) If at any time prior to the Effective Time any event with respect to CDnow or any CDnow Subsidiary or with respect to other information supplied by CDnow for inclusion in the Proxy Statement or the Form S-4 shall occur which is required to be described in an amendment ofCompany, or a supplement toacting through its Board of Directors, the Proxy Statement or the Form S-4, CDnow shall promptly notify Time Warner and Sony of such event, and CDnow and Holdco shall cooperate with Time Warner and Sony in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and Form S-4 and, as required by Law, in disseminating the information contained in such amendment or supplement to CDnow's shareholders. (c) If at any time prior to the Effective Time any event with respect to any of the Columbia House Entities or any of the Columbia House Subsidiaries, or with respect to any other information supplied by Time Warner or Sony for inclusion in the Proxy Statement or the Form S-4, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Form S-4, Time Warner or Sony, as the case may be, shall promptly notify CDnow of such event, and Time Warner and Sony shall cooperate with CDnow and Holdco in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and the Form S-4 and, as required by Law, in disseminating the information contained in such amendment or supplement to CDnow's shareholders. (d) CDnow shall, as soon as practicable following the date subject to and in accordance with its articles of this Agreementincorporation and by-laws, establish a record date (which shall be as soon as practicable following the date of this Agreement) for, promptly and duly call, give notice of, convene and hold, hold as soon as practicable following the date upon which the Form S-4 becomes effective a meeting of its shareholders the holders of Company Common Stock (the "CDnow Shareholders Company Stockholders Meeting") for the purpose of obtaining voting to approve this Agreement, and (i) except as otherwise provided in the CDnow Shareholder Approval. CDnow shall following sentence, recommend approval of this Agreement and include in the Joint Proxy Statement such recommendation and (ii) use its reasonable best efforts to cause solicit and obtain such approval. In the event that prior to the approval of this Agreement by the Company's stockholders, the Board of Directors of Company receives a Superior Proposal (as defined in Section 8.13) and the Board of Directors of Company determines in good faith by resolution duly adopted after consultation with its outside counsel that the failure to take such action would reasonably be expected to constitute a breach of its fiduciary duties under Virginia law, the Board of Directors of Company may withdraw, amend or modify, in a manner adverse to Purchaser, its recommendation, provided that before withdrawing, amending or modifying its recommendation, it gives Purchaser five business days' prior written notice of its intention to do so and during such time, Company, if requested by Purchaser, shall have engaged in good faith negotiations to amend this Agreement such that the Board of Directors of Company may continue to recommend the approval of this Agreement. The parties agree that nothing in this Section 5.1 shall in any way limit or otherwise affect Purchaser's right to terminate this Agreement pursuant to Section 7.1(c) at such time as the requirements of such subsection have been met. Any such withdrawal, amendment or modification of the recommendation shall not (x) change the adoption of this Agreement or any other approval of the Board of Directors of Company in any respect that would have the effect of causing the threshold restrictions on Company Common Stock ownership in Company's articles of incorporation, the Company Rights Agreement and any Virginia corporate takeover statute or other similar statute to be applicable to the transactions contemplated hereby, including the Merger, or the transactions contemplated by the Option Agreement, or (y) change the obligation of Company to present this Agreement for approval at the Company Stockholders Meeting on the earliest practicable date. At any such meeting following any withdrawal, amendment or modification of Company's recommendation of this Agreement, Company may submit this Agreement to its stockholders without recommendation (although the adoption of this Agreement by the Board of Directors of Company may not be rescinded or amended), in which event the Board of Directors of Company may communicate the basis for its lack of a recommendation to its stockholders in the Joint Proxy Statement or an appropriate amendment or supplement thereto to be mailed the extent required by law. Nothing contained in this Agreement shall prohibit Company from taking and disclosing to CDnow's shareholders as promptly as practicable after its stockholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or from making disclosure of the fact that a proposal for an Alternative Transaction has been made, the identity of the party making the proposal or the material terms of such proposal in the Form S-4 or the Joint Proxy Statement, to the extent disclosure of such facts, identity or terms is declared effective advisable under applicable law (and the Securities Act. CDnow shalldisclosure of such facts, through the CDnow Boardby itself, recommend to its shareholders that they give the CDnow Shareholder Approval. Without limiting the generality of the foregoing, CDnow agrees that its obligations pursuant to this Section 8.01(d) shall not be affected by deemed a withdrawal or adverse modification or amendment of its approval or recommendation to stockholders of the commencementMerger). (c) During the term of this Agreement, public proposalCompany shall not take any actions to exempt any Person other than Purchaser and Merger Sub from the Company Rights Agreement, public disclosure the threshold restrictions on Company Common Stock ownership in Company's articles of incorporation, or communication make any Virginia state takeover statute or similar statute inapplicable to CDnow any Alternative Transaction unless, in any such case, the Board of any CDnow Takeover ProposalDirectors of Company determines in good faith after consultation with its outside counsel that failure to take such action would reasonably be expected to constitute a breach of its fiduciary duties under Virginia law. (d) Company will cause its transfer agent to make stock transfer records relating to Company available to the extent reasonably necessary to effectuate the intent of this Agreement. (e) CDnow shall use Purchaser, acting through its reasonable efforts Board of Directors, shall, subject to cause to be delivered to Time Warner and Sony a letter in accordance with its articles of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLPincorporation and by-laws, CDnow's independent auditorspromptly and duly call, dated a date within two business days before give notice of, convene and hold as soon as practicable following the date on which the Form S-4 shall become effective and addressed becomes effective, a meeting of the holders of Purchaser Common Stock (the "Purchaser Stockholders Meeting") for the purpose of voting to Time Warner and Sony, in form and substance reasonably satisfactory to Time Warner and Sony and customary in scope and substance for comfort letters delivered by independent public accountants in connection with registration statements similar to approve the Form S-4. (f) Time Warner and Sony shall use their reasonable efforts to cause to be delivered to CDnow a letter of Ernst & Young LLP, Columbia House's independent auditors, dated a date within two business days before the date on which the Form S-4 shall become effective and addressed to CDnow, in form and substance reasonably satisfactory to CDnow and customary in scope and substance for comfort letters delivered by independent public accountants in connection with registration statements similar to the Form S-4. (g) Time Warner and Sony shall use their reasonable efforts to cause to be delivered to Holdco as soon as practicable following the date of this Agreement combined financial statements for MCo, VCo, Columbia House, Columbia House Mexico and Columbia House Canada that comply with the requirements of Items 14(e), (f) and (g) of Form S-4 under the Securities Act, to be included in the Proxy Statement and the Form S-4.Share

Additional Agreements. SECTION 8.01. Preparation of the Form Section 5.1 PREPARATION OF THE FORM S-4 and the Proxy StatementAND THE JOINT PROXY STATEMENT; Shareholders MeetingSTOCKHOLDERS MEETINGS. (a) As soon as practicable following the date of this Agreement, CDnow, Holdco, Time Warner the Company and Sony Acquiror shall jointly prepare and CDnow shall file with the SEC the Joint Proxy Statement in preliminary form and CDnow, Holdco, Time Warner and Sony Acquiror shall jointly prepare and Holdco shall file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus, and each of CDnow, Holdco, Time Warner and Sony shall use its reasonable efforts to respond as promptly as practicable to any comments of the SEC with respect thereto. Each of CDnow, Holdco, Time Warner the Company and Sony Acquiror shall use its reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. CDnow shall The Company will use its all reasonable best efforts to cause the Joint Proxy Statement to be mailed to CDnowthe Company's shareholders stockholders, and Acquiror will use all reasonable best efforts to cause the Joint Proxy Statement to be mailed to Acquiror's stockholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Holdco Acquiror shall also take any action (other than qualifying to do business in any jurisdiction in which CDnow or Columbia House are it is not now so qualifiedqualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the issuance of Holdco Acquiror Common Stock in the Transactions Merger and under CDnow Stock Plans and CDnow Warrants, and CDnow the Company shall furnish all information concerning CDnow the Company and the holders of CDnow the Company Common Stock and rights to acquire CDnow Common Stock pursuant to CDnow Stock Plans and CDnow Warrants as may be reasonably requested in connection with any such action. The parties shall notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or the Form S-4 or for additional information and shall supply each other with copies of all correspondence between any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement, the Form S-4 or the Transactions. No filing of, or amendment or supplement to, the Form S-4 will be made by Holdco, Acquiror or to the Joint Proxy Statement will be made by CDnow, Acquiror or the Company without providing each of Time Warner and Sony the other party the opportunity to review and comment thereon. Acquiror will advise the Company, promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Acquiror Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement or the Form S-4 or comments thereon and receiving responses thereto or requests by the prior approval thereof of each of Time Warner and Sony. (b) SEC for additional information. If at any time prior to the Effective Time any event with respect information relating to CDnow the Company or Acquiror, or any CDnow Subsidiary of their respective affiliates, officers or with respect to other information supplied directors, should be discovered by CDnow for inclusion in the Proxy Statement Company or the Form S-4 shall occur Acquiror which is required to should be described set forth in an amendment of, or a supplement to, the Proxy Statement or the Form S-4, CDnow shall promptly notify Time Warner and Sony of such event, and CDnow and Holdco shall cooperate with Time Warner and Sony in the prompt filing with the SEC of any necessary amendment or supplement to any of the Proxy Statement and Form S-4 andor the Joint Proxy Statement, as required by Lawso that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in disseminating light of the circumstances under which they were made, not misleading, the party which discovers such information contained in such shall promptly notify the other party hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to CDnow's shareholdersthe extent required by law, disseminated to the stockholders of the Company and Acquiror. (cb) If at any time prior to the Effective Time any event with respect to any of the Columbia House Entities or any of the Columbia House Subsidiaries, or with respect to any other information supplied by Time Warner or Sony for inclusion in the Proxy Statement or the Form S-4, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Form S-4, Time Warner or Sony, as the case may be, shall promptly notify CDnow of such event, and Time Warner and Sony shall cooperate with CDnow and Holdco in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and the Form S-4 and, as required by Law, in disseminating the information contained in such amendment or supplement to CDnow's shareholders. (d) CDnow The Company shall, as soon as practicable following the date of this Agreement, establish a record date (which shall be as soon as practicable following the date of this Agreement) for, and duly call, give notice of, convene and hold, hold a meeting of its shareholders stockholders (the "CDnow Shareholders Company Stockholders Meeting") for the purpose of obtaining the CDnow Shareholder Approval. CDnow shall use its reasonable efforts to cause the Proxy Statement to be mailed to CDnow's shareholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act. CDnow Company Stockholder Approval and shall, through the CDnow Boardits Board of Directors, recommend to its shareholders that they give stockholders the CDnow Shareholder Approvalapproval and adoption of this Agreement, the Merger and the other transactions contemplated hereby. Without limiting the generality of the foregoingforegoing but subject to its rights pursuant to Section 4.2 and Section 7.1(f), CDnow the Company agrees that its obligations pursuant to the first sentence of this Section 8.01(d5.1(b) shall not be affected by the commencement, public proposal, public disclosure or communication to CDnow the Company of any CDnow Company Takeover Proposal. (ec) CDnow shall use its reasonable efforts to cause to be delivered to Time Warner and Sony a letter of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLPAcquiror shall, CDnow's independent auditors, dated a date within two business days before the date on which the Form S-4 shall become effective and addressed to Time Warner and Sony, in form and substance reasonably satisfactory to Time Warner and Sony and customary in scope and substance for comfort letters delivered by independent public accountants in connection with registration statements similar to the Form S-4. (f) Time Warner and Sony shall use their reasonable efforts to cause to be delivered to CDnow a letter of Ernst & Young LLP, Columbia House's independent auditors, dated a date within two business days before the date on which the Form S-4 shall become effective and addressed to CDnow, in form and substance reasonably satisfactory to CDnow and customary in scope and substance for comfort letters delivered by independent public accountants in connection with registration statements similar to the Form S-4. (g) Time Warner and Sony shall use their reasonable efforts to cause to be delivered to Holdco as soon as practicable following the date of this Agreement combined financial statements Agreement, duly call, give notice of, convene and hold a meeting of its stockholders (the "Acquiror Stockholders Meeting") for MCothe purposes of obtaining the Acquiror Stockholder Approval and the change of Acquiror's name to "▇▇▇▇▇▇ Rubbermaid Inc." and shall, VCothrough its Board of Directors, Columbia House, Columbia House Mexico recommend to its stockholders the approval of the issuance of Acquiror Common Stock to be issued pursuant to this Agreement. Without limiting the generality of the foregoing but subject to its rights pursuant to Section 4.3 and Columbia House Canada that comply with the requirements of Items 14(eSection 7.1(d), Acquiror agrees that its obligations pursuant to the first sentence of this Section 5.1(c) shall not be affected by the commencement, public proposal, public disclosure or communication to Acquiror of any Acquiror Takeover Proposal. (fd) and (g) of Form S-4 under the Securities Act, to be included in the Proxy Statement Acquiror and the Form S-4Company will use all reasonable efforts to hold the Company Stockholders Meeting and the Acquiror Stockholders 45 Meeting on the same date and as soon as practicable after the date hereof.

Additional Agreements. SECTION 8.015.01. Preparation of the Form PREPARATION OF THE FORM S-4 and the Proxy StatementAND THE PROXY STATEMENT; Shareholders MeetingSTOCKHOLDERS MEETING. (a) As soon as practicable following the date of this Agreement, CDnow, Holdco, Time Warner the Company and Sony Parent shall jointly prepare and CDnow the Company shall file with the SEC the Proxy Statement in preliminary form and CDnow, Holdco, Time Warner and Sony Parent shall jointly prepare and Holdco shall file with the SEC the Form S-4, in which the Proxy Statement will be included as a prospectus, and each of CDnow, Holdco, Time Warner and Sony shall use its reasonable efforts to respond as promptly as practicable to any comments of the SEC with respect thereto. Each of CDnow, Holdco, Time Warner the Company and Sony Parent shall use its all reasonable efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. CDnow shall The Company will use its reasonable efforts to cause the Proxy Statement to be mailed to CDnowthe Company's shareholders stockholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Holdco Parent shall also take any action (other than qualifying to do business in any jurisdiction in which CDnow or Columbia House are it is not now so qualified) required to be taken under any applicable state securities laws in connection with the issuance of Holdco Parent Common Stock in the Transactions Merger and under CDnow the Company Stock Plans Plans. Each of Parent and CDnow Warrants, and CDnow the Company shall furnish all information concerning CDnow and itself to the holders of CDnow Common Stock and rights to acquire CDnow Common Stock pursuant to CDnow Stock Plans and CDnow Warrants other as may be reasonably requested in connection with any such action. The parties shall notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or the Form S-4 or for additional information and shall supply each other with copies of all correspondence between any of its representatives, on the one hand, action and the SEC or its staffpreparation, on the other hand, with respect to filing and distribution of the Proxy Statement, the Form S-4 or the Transactions. No filing of, or amendment or supplement to, the Form S-4 will be made by Holdco, or the Proxy Statement will be made by CDnow, without providing each of Time Warner and Sony the opportunity to review and comment thereon and receiving the prior approval thereof of each of Time Warner and Sony. (b) If at any time prior to the Effective Time any event with respect to CDnow or any CDnow Subsidiary or with respect to other information supplied by CDnow for inclusion in the Proxy Statement or the Form S-4 shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Form S-4, CDnow shall promptly notify Time Warner and Sony of such event, and CDnow and Holdco shall cooperate with Time Warner and Sony in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and Form S-4 and, as required by Law, in disseminating the information contained in such amendment or supplement to CDnow's shareholders. (c) If at any time prior to the Effective Time any event with respect to any of the Columbia House Entities or any of the Columbia House Subsidiaries, or with respect to any other information supplied by Time Warner or Sony for inclusion in the Proxy Statement or the Form S-4, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Form S-4, Time Warner or Sony, as the case may be, shall promptly notify CDnow of such event, and Time Warner and Sony shall cooperate with CDnow and Holdco in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and the Form S-4 and, as required by Law, in disseminating the information contained in such amendment or supplement to CDnow's shareholders. (d) CDnow shallThe Company will, as soon as practicable following the date of this Agreement, establish a record date (which shall will be as soon as practicable following the date of this Agreement) for, and duly call, give notice of, convene and hold, hold a meeting of its shareholders stockholders (the "CDnow Shareholders Stockholders Meeting") for the purpose of obtaining the CDnow Shareholder Stockholder Approval. CDnow shall use its reasonable efforts to cause the Proxy Statement to be mailed to CDnow's shareholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act. CDnow shallThe Company will, through the CDnow Boardits Board of Directors, recommend to its shareholders stockholders approval and adoption of this Agreement, except to the extent that they give the CDnow Shareholder ApprovalBoard of Directors of the Company shall have withdrawn or modified its approval of this Agreement or the Merger in accordance with Section 4.02(b) or terminated this Agreement in accordance with Section 7.01(b)(iv). Without limiting the generality of the foregoing, CDnow the Company agrees that its obligations pursuant to the first sentence of this Section 8.01(d5.01(b) shall not be affected by the commencement, public proposal, public disclosure or communication to CDnow the Company of any CDnow Takeover Proposal. (e) CDnow shall use its reasonable efforts to cause to be delivered to Time Warner and Sony a letter of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, CDnow's independent auditors, dated a date within two business days before the date on which the Form S-4 shall become effective and addressed to Time Warner and Sony, in form and substance reasonably satisfactory to Time Warner and Sony and customary in scope and substance for comfort letters delivered by independent public accountants in connection with registration statements similar to the Form S-4. (f) Time Warner and Sony shall use their reasonable efforts to cause to be delivered to CDnow a letter of Ernst & Young LLP, Columbia House's independent auditors, dated a date within two business days before the date on which the Form S-4 shall become effective and addressed to CDnow, in form and substance reasonably satisfactory to CDnow and customary in scope and substance for comfort letters delivered by independent public accountants in connection with registration statements similar to the Form S-4. (g) Time Warner and Sony shall use their reasonable efforts to cause to be delivered to Holdco as soon as practicable following the date of this Agreement combined financial statements for MCo, VCo, Columbia House, Columbia House Mexico and Columbia House Canada that comply with the requirements of Items 14(e), (f) and (g) of Form S-4 under the Securities Act, to be included in the Proxy Statement and the Form S-4.

Additional Agreements. SECTION 8.01. Section 6.1 Preparation of the Form S-4 and the Proxy Statement/Prospectus; Shareholders Company Shareholder Meeting. (a) As soon promptly as practicable following the date of this Agreement, CDnow, Holdco, Time Warner the Company shall prepare (with Parent’s reasonable cooperation) the Proxy Statement/Prospectus and Sony Parent shall jointly prepare and CDnow shall file (with the SEC the Proxy Statement in preliminary form Company’s reasonable cooperation) and CDnow, Holdco, Time Warner and Sony shall jointly prepare and Holdco shall file with the SEC the Form S-4, in which . Each of the Proxy Statement will be included as a prospectus, Company and each of CDnow, Holdco, Time Warner and Sony Parent shall use its reasonable best efforts to respond as promptly as practicable to any written or oral comments of from the SEC or its staff with respect theretoto the Proxy Statement/Prospectus, the Form S-4 or any related matters. The Proxy Statement/Prospectus will be included within the Form S-4 filed with the SEC. Each of CDnow, Holdco, Time Warner the Company and Sony Parent shall use its reasonable best efforts to have the Form S-4 declared effective under the Securities Act and to maintain such effectiveness for as long as necessary to consummate the Merger and the other transactions contemplated by this Agreement as promptly as practicable after such filing. CDnow Parent shall use its reasonable efforts to cause the Proxy Statement to be mailed to CDnow's shareholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Holdco shall also take any action (other than qualifying to do business in any jurisdiction in which CDnow or Columbia House are it is not now so qualified) required to be taken under any applicable state securities or “blue sky” laws in connection with the issuance of Holdco Common Stock Parent Shares in the Transactions Merger as contemplated by this Agreement and under CDnow Stock Plans and CDnow Warrants, and CDnow the Company shall furnish all information concerning CDnow the Company and the holders of CDnow the Company Common Stock and rights to acquire CDnow Company Common Stock pursuant to CDnow Stock Plans and CDnow Warrants as may be reasonably requested in connection with any such action. The parties shall notify each other promptly action and in connection with the preparation, filing and distribution of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or the Form S-4 or for additional information and shall supply each other with copies of all correspondence between any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement, the Form S-4 or the TransactionsS-4. No filing of, or amendment or supplement to, the Form S-4 will be made by Holdco, or the Proxy Statement will be made by CDnow, without providing each of Time Warner and Sony the opportunity to review and comment thereon and receiving the prior approval thereof of each of Time Warner and Sony. (b) If at any time prior to the Effective Time any event occurs or information relating to the Company or Parent, or any of their respective Affiliates, directors or officers, should be discovered by the Company or Parent that should be set forth in an amendment or supplement to either the Form S-4 or the Proxy Statement/Prospectus, so that either such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other party hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by applicable Law, disseminated to the Company Shareholders. (b) In addition to their obligations pursuant to Section 6.1(a), Parent and the Company shall make all necessary filings with respect to CDnow the Merger and the other transactions contemplated by this Agreement under the Securities Act, the Exchange Act and applicable foreign or state securities or “blue sky” laws and Regulations thereunder and provide each other with copies of any CDnow Subsidiary such filings. Parent and the Company shall advise the other party, promptly after receipt of notice thereof, of (and provide copies of any notices or communications with respect to) the time of the effectiveness of the Form S-4, the filing of any supplement or amendment thereto, the issuance of any stop order relating thereto, the suspension of the qualification of Parent Shares issuable in connection with the Merger for offering or sale in any jurisdiction, or of any request by the SEC or its staff for amendment to other information supplied by CDnow for inclusion in the Proxy Statement or the Form S-4 shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement Statement/Prospectus or the Form S-4, CDnow shall promptly notify Time Warner comments thereon from the SEC’s staff and Sony each party’s responses thereto or request of such event, and CDnow and Holdco shall cooperate with Time Warner and Sony in the prompt filing with the SEC of any necessary or its staff for additional information. No amendment or supplement to the Proxy Statement and Statement/Prospectus or the Form S-4 andshall be filed without the approval of each of Parent and the Company, as required by Lawwhich approval shall not be unreasonably withheld, in disseminating the information contained in such amendment delayed or supplement to CDnow's shareholdersconditioned. (c) If at any time prior The Company shall (i) take all action in accordance with the federal securities laws, the VSCA, the Company Certificate and the Company Bylaws necessary to the Effective Time any event with respect to any convene a special meeting of the Columbia House Entities or any of the Columbia House Subsidiaries, or with respect to any other information supplied by Time Warner or Sony for inclusion in the Proxy Statement or the Form S-4, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Form S-4, Time Warner or Sony, as the case may be, shall promptly notify CDnow of such event, and Time Warner and Sony shall cooperate with CDnow and Holdco in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and the Form S-4 and, as required by Law, in disseminating the information contained in such amendment or supplement to CDnow's shareholders. (d) CDnow shall, as soon as practicable following the date of this Agreement, establish a record date (which shall be as soon as practicable following the date of this Agreement) for, and duly call, give notice of, convene and hold, a meeting of its shareholders Company Shareholders (the "CDnow “Company Shareholders Meeting"”) for the purpose of obtaining seeking the CDnow Company Shareholder ApprovalApproval (and any authority needed to adjourn or postpone the Company Shareholders Meeting) following (x) the date the Form S-4 is declared effective under the Securities Act and (y) the expiration or termination of the waiting period under the HSR Act; provided that no action is pending by any Governmental Entity seeking to enjoin or prevent the consummation of the Merger under Antitrust Law (such date, the “Antitrust Clearance Date”), and (ii) use its reasonable best efforts to obtain the Company Shareholder Approval (except to the extent the Company has effected a Change in Recommendation in accordance with Section 5.3) and, subject to Section 5.3, include in the Proxy Statement/Prospectus the Company Board Recommendation. CDnow The Company shall use its reasonable best efforts to cause the Proxy Statement Statement/Prospectus to be mailed in definitive form to CDnow's shareholders the Company Shareholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act. CDnow shall, through Act and to convene the CDnow Board, recommend to its shareholders that they give Company Shareholders Meeting promptly after the CDnow Shareholder Approval. Without limiting the generality of the foregoing, CDnow agrees that its obligations pursuant to this Section 8.01(d) shall not be affected by the commencement, public proposal, public disclosure or communication to CDnow of any CDnow Takeover ProposalAntitrust Clearance Date. (ed) CDnow shall use its reasonable efforts Notwithstanding anything to cause the contrary contained in this Agreement, subject to the Company’s right to terminate this Agreement pursuant to Article VIII, the Company may adjourn or postpone the Company Shareholders Meeting solely (i) to ensure that the Company Shareholders are provided with any supplement or amendment to the Proxy Statement/Prospectus sufficiently in advance of the vote to be delivered held at the Company Shareholders Meeting, (ii) if there are insufficient shares of Company Common Stock represented (either in person or by proxy) to Time Warner vote in favor of a proposal to approve and Sony adopt this Agreement or to constitute a letter quorum necessary to conduct the business of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLPthe Company Shareholders Meeting, CDnow's independent auditorsor (iii) from time to time, dated as may be necessary, to a date within two business days before or dates that occur subsequent to the Antitrust Clearance Date if the Antitrust Clearance Date has not occurred on the date on which the Form S-4 shall become effective and addressed to Time Warner and Sony, in form and substance reasonably satisfactory to Time Warner and Sony and customary in scope and substance for comfort letters delivered by independent public accountants in connection with registration statements similar that is five (5) Business Days prior to the Form S-4. (f) Time Warner and Sony shall use their reasonable efforts to cause to be delivered to CDnow a letter of Ernst & Young LLP, Columbia House's independent auditors, dated a date within two business days before the date on which the Form S-4 shall become effective and addressed to CDnow, in form and substance reasonably satisfactory to CDnow and customary in scope and substance for comfort letters delivered by independent public accountants in connection with registration statements similar to the Form S-4. (g) Time Warner and Sony shall use their reasonable efforts to cause to be delivered to Holdco as soon as practicable following the applicable scheduled date of this Agreement combined financial statements for MCo, VCo, Columbia House, Columbia House Mexico and Columbia House Canada that comply with the requirements of Items 14(e), (f) and (g) of Form S-4 under the Securities Act, to be included in the Proxy Statement and the Form S-4Company Shareholders Meeting.

Additional Agreements. SECTION 8.01. 4.1 Preparation of the Form S-4 and the Joint Proxy Statement; Shareholders MeetingInformation Supplied. (a) As soon as practicable following the date of this Agreement, CDnow, Holdco, Time Warner the Company and Sony Conseco shall jointly prepare and CDnow shall file with the SEC the Joint Proxy Statement in preliminary form and CDnow, Holdco, Time Warner and Sony Conseco shall jointly prepare and Holdco shall file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus, . Each of the Company and each of CDnow, Holdco, Time Warner and Sony Conseco shall use its reasonable efforts to respond as promptly as practicable to any comments of the SEC with respect thereto. Each of CDnow, Holdco, Time Warner and Sony shall use its reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. CDnow shall The Company will use its reasonable best efforts to cause the Joint Proxy Statement to be mailed to CDnowthe Company's shareholders stockholders, and Conseco will use its best efforts to cause the Joint Proxy Statement to be mailed to Conseco's stockholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Holdco Conseco shall also take any action (other than qualifying to do business in any jurisdiction in which CDnow or Columbia House are it is not now so qualified) required to be taken under any applicable state securities laws in connection with the issuance of Holdco Conseco Common Stock in the Transactions Merger and under CDnow Stock Plans and CDnow Warrants, and CDnow the Company shall furnish all information concerning CDnow the Company and the holders of CDnow the Common Stock and rights to acquire CDnow Common Stock pursuant to CDnow Stock Plans and CDnow Warrants as may be reasonably requested in connection with any such action. . (b) The parties shall notify each other promptly Company agrees that none of the receipt of any comments from the SEC information supplied or its staff and of any request to be supplied by the SEC Company specifically for inclusion or its staff for amendments or supplements to the Proxy Statement or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 is filed with the SEC, at any time it is amended or for additional information and shall supply each other supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) the Joint Proxy Statement will, at the date it is first mailed to the Company's stockholders or at the time of the Stockholders Meeting (as defined in Section 4.2), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Joint Proxy Statement will comply as to form in all material respects with copies the requirements of all correspondence between any of its representatives, on the one hand, Exchange Act and the SEC or its staffrules and regulations thereunder, on the other hand, except with respect to statements made or incorporated by reference therein based on information supplied by Conseco or LPG Acquisition specifically for inclusion or incorporated by reference in the Joint Proxy Statement. (c) Conseco agrees that none of the information supplied or to be supplied by Conseco or LPG Acquisition specifically for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) the Joint Proxy Statement will, at the date the Joint Proxy Statement is first mailed to Conseco's stockholders or at the time of the Conseco Stockholders Meeting (as defined in Section 4.2), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Form S-4 will comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations promulgated thereunder and the Joint Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder, except with respect to statements made or incorporated by reference in either the Form S-4 or the Transactions. No filing of, or amendment or supplement to, the Form S-4 will be made by Holdco, or the Joint Proxy Statement will be made by CDnow, without providing each of Time Warner and Sony the opportunity to review and comment thereon and receiving the prior approval thereof of each of Time Warner and Sony. (b) If at any time prior to the Effective Time any event with respect to CDnow or any CDnow Subsidiary or with respect to other based on information supplied by CDnow the Company specifically for inclusion in the Proxy Statement or the Form S-4 shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Form S-4, CDnow shall promptly notify Time Warner and Sony of such event, and CDnow and Holdco shall cooperate with Time Warner and Sony in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and Form S-4 and, as required incorporation by Law, in disseminating the information contained in such amendment or supplement to CDnow's shareholdersreference therein. (c) If at any time prior to the Effective Time any event with respect to any of the Columbia House Entities or any of the Columbia House Subsidiaries, or with respect to any other information supplied by Time Warner or Sony for inclusion in the Proxy Statement or the Form S-4, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Form S-4, Time Warner or Sony, as the case may be, shall promptly notify CDnow of such event, and Time Warner and Sony shall cooperate with CDnow and Holdco in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and the Form S-4 and, as required by Law, in disseminating the information contained in such amendment or supplement to CDnow's shareholders. (d) CDnow shall, as soon as practicable following the date of this Agreement, establish a record date (which shall be as soon as practicable following the date of this Agreement) for, and duly call, give notice of, convene and hold, a meeting of its shareholders (the "CDnow Shareholders Meeting") for the purpose of obtaining the CDnow Shareholder Approval. CDnow shall use its reasonable efforts to cause the Proxy Statement to be mailed to CDnow's shareholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act. CDnow shall, through the CDnow Board, recommend to its shareholders that they give the CDnow Shareholder Approval. Without limiting the generality of the foregoing, CDnow agrees that its obligations pursuant to this Section 8.01(d) shall not be affected by the commencement, public proposal, public disclosure or communication to CDnow of any CDnow Takeover Proposal. (e) CDnow shall use its reasonable efforts to cause to be delivered to Time Warner and Sony a letter of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, CDnow's independent auditors, dated a date within two business days before the date on which the Form S-4 shall become effective and addressed to Time Warner and Sony, in form and substance reasonably satisfactory to Time Warner and Sony and customary in scope and substance for comfort letters delivered by independent public accountants in connection with registration statements similar to the Form S-4. (f) Time Warner and Sony shall use their reasonable efforts to cause to be delivered to CDnow a letter of Ernst & Young LLP, Columbia House's independent auditors, dated a date within two business days before the date on which the Form S-4 shall become effective and addressed to CDnow, in form and substance reasonably satisfactory to CDnow and customary in scope and substance for comfort letters delivered by independent public accountants in connection with registration statements similar to the Form S-4. (g) Time Warner and Sony shall use their reasonable efforts to cause to be delivered to Holdco as soon as practicable following the date of this Agreement combined financial statements for MCo, VCo, Columbia House, Columbia House Mexico and Columbia House Canada that comply with the requirements of Items 14(e), (f) and (g) of Form S-4 under the Securities Act, to be included in the Proxy Statement and the Form S-4.

Additional Agreements. SECTION 8.015.01. Preparation of the Form S-4 F-4 and the Proxy Statement; Shareholders Company Stockholders Meeting. (a) As soon as practicable following the date of this Agreement, CDnow, Holdco, Time Warner and Sony the Company shall jointly prepare and CDnow shall file with the SEC the Proxy Statement in preliminary form and CDnow, Holdco, Time Warner and Sony Parent shall jointly prepare and Holdco shall file with the SEC the Form S-4F-4, in which the Proxy Statement will shall be included as a prospectus, and each of CDnow, Holdco, Time Warner and Sony shall use its reasonable efforts to respond as promptly as practicable to any comments of the SEC with respect thereto. Each of CDnow, Holdco, Time Warner the Company and Sony Parent shall use its reasonable efforts to have the Form S-4 F-4 declared effective under the Securities Act as promptly as practicable after such filing. CDnow Each of the Company and Parent shall use its reasonable efforts to cause the Proxy Statement to be mailed to CDnow's shareholders the holders of the Company Common Stock and the holder of the Company Special Voting Stock as promptly as practicable after the Form S-4 F-4 is declared effective under the Securities Act. Holdco Parent shall also take any action (other than qualifying to do business in any jurisdiction in which CDnow or Columbia House are it is not now so qualified) required to be taken under any applicable state securities or "blue sky" laws or Canadian Securities Laws in connection with the issuance of Holdco Parent Common Stock in pursuant to the Transactions and under CDnow Stock Plans and CDnow WarrantsMerger, and CDnow the Company shall furnish all information concerning CDnow the Company and the holders of CDnow the Company Common Stock and rights to acquire CDnow Company Common Stock pursuant to CDnow the Company Stock Plans and CDnow Warrants as may be reasonably requested in connection with any such action. The parties shall notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or the Form S-4 or for additional information and shall supply each other with copies of all correspondence between any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement, the Form S-4 or the Transactions. No filing of, or amendment or supplement to, the Form S-4 will be made by Holdco, or the Proxy Statement will be made by CDnow, without providing each of Time Warner and Sony the opportunity to review and comment thereon and receiving the prior approval thereof of each of Time Warner and Sony. (b) If at any time prior to the Effective Time any event with respect to CDnow or any CDnow Subsidiary or with respect to other information supplied by CDnow for inclusion in the Proxy Statement or the Form S-4 shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Form S-4, CDnow shall promptly notify Time Warner and Sony of such event, and CDnow and Holdco shall cooperate with Time Warner and Sony in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and Form S-4 and, as required by Law, in disseminating the information contained in such amendment or supplement to CDnow's shareholders. (c) If at any time prior to the Effective Time any event with respect to any of the Columbia House Entities or any of the Columbia House Subsidiaries, or with respect to any other information supplied by Time Warner or Sony for inclusion in the Proxy Statement or the Form S-4, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Form S-4, Time Warner or Sony, as the case may be, shall promptly notify CDnow of such event, and Time Warner and Sony shall cooperate with CDnow and Holdco in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and the Form S-4 and, as required by Law, in disseminating the information contained in such amendment or supplement to CDnow's shareholders. (d) CDnow The Company shall, as soon as practicable following the date of this Agreement, establish a record date (which shall be as soon as practicable following the date of this Agreement) for, and duly call, give notice of, convene and hold, hold a meeting of its shareholders the holders of the Company Common Stock and the holder of the Company Special Voting Stock (the "CDnow Shareholders Company Stockholders Meeting") for the purpose of obtaining the CDnow Shareholder Company Stockholder Approval. CDnow shall use its reasonable efforts Subject to cause Section 5.01(c), the Proxy Statement to be mailed to CDnow's shareholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act. CDnow Company shall, through the CDnow Boardits Board of Directors, recommend to its shareholders stockholders that they give the CDnow Shareholder Company Stockholder Approval. Without limiting . (c) Subject to Section 4.02(b), the generality Board of Directors of the foregoingCompany shall be permitted to (i) not recommend to the Company's stockholders that they give the Company Stockholder Approval or (ii) withdraw or modify in a manner adverse to Parent its recommendation to the Company's stockholders that they give the Company Stockholder Approval, CDnow agrees but only if and to the extent that the Company's Board of Directors determines in good faith, after consultation with counsel and its obligations financial advisors, that failing to take any such action would breach the fiduciary duties of the Company's Board of Directors. (d) If Parent elects to include financial statements in the Form F-4 prepared in accordance with GAAP and if as a result thereof the Form F-4 has not been declared effective by the 25th business day prior to the then Outside Date, then the Company may extend the then Outside Date by not less than 30 days and in no event to a date later than September 30, 2002, by written notice to Parent delivered not later than the 20th business day prior to the then Outside Date; provided that the Company may only extend the then Outside Date pursuant to this Section 8.01(d5.01(d) shall not be affected by the commencement, public proposal, public disclosure if Mr. August von Finck or communication to CDnow of any CDnow Takeover Proposal. (ehis attorney(s) CDnow shall use its reasonable efforts to cause to be delivered to Time Warner and Sony a letter of ▇▇▇▇in fact has irrevocably waived his right ▇▇ ▇▇▇▇▇▇▇▇ LLP, CDnow's independent auditors, dated ate the Stockholders Agreement pursuant to Section 4.01(c) thereof for the period of such extension by a date within two business days before the date on which the Form S-4 shall become effective and addressed to Time Warner and Sony, written instrument in form and substance reasonably satisfactory to Time Warner and Sony and customary in scope and substance for comfort letters delivered by independent public accountants in connection with registration statements similar to the Form S-4Parent. (f) Time Warner and Sony shall use their reasonable efforts to cause to be delivered to CDnow a letter of Ernst & Young LLP, Columbia House's independent auditors, dated a date within two business days before the date on which the Form S-4 shall become effective and addressed to CDnow, in form and substance reasonably satisfactory to CDnow and customary in scope and substance for comfort letters delivered by independent public accountants in connection with registration statements similar to the Form S-4. (g) Time Warner and Sony shall use their reasonable efforts to cause to be delivered to Holdco as soon as practicable following the date of this Agreement combined financial statements for MCo, VCo, Columbia House, Columbia House Mexico and Columbia House Canada that comply with the requirements of Items 14(e), (f) and (g) of Form S-4 under the Securities Act, to be included in the Proxy Statement and the Form S-4.

Additional Agreements. SECTION 8.01. Preparation of From and after the Form S-4 and the Proxy Statement; Shareholders Meeting.date hereof: (a) As soon Section 6.03(f) of the Merger Agreement shall be amended in full to read as practicable following follows: "Parent shall cause the date of this Agreement, CDnow, Holdco, Time Warner Option and Sony shall jointly prepare and CDnow shall file with Warrant Exchange to be commenced promptly after the F-4 Registration Statement has been declared effective by the SEC the Proxy Statement in preliminary form and CDnow, Holdco, Time Warner and Sony shall jointly prepare and Holdco shall file with the SEC the Form S-4, in which the Proxy Statement will be included as a prospectus, and each of CDnow, Holdco, Time Warner and Sony shall use its reasonable efforts to respond as promptly as practicable to any comments of the SEC with respect thereto. Each of CDnow, Holdco, Time Warner and Sony shall use its reasonable efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. CDnow shall use its all reasonable efforts to cause the Option and Warrant Exchange to be consummated not later than immediately prior to the Effective Time; provided, however, that the Effective Time shall not occur prior to the expiration of the Option and Warrant Exchange. Parent shall cause the Option and Warrant Exchange to be commenced by causing the Proxy Statement and related documents to be mailed to CDnow's shareholders each Company Optionholder and Company Warrantholder, and the Proxy Statement shall state, in addition to such other disclosures as promptly are required by applicable Law: (i) that all Company Stock Options and Warrants validly tendered will be accepted for exchange; (ii) the dates of acceptance for exchange (which shall be a period of at least 20 U.S. business days from the date the Option and Warrant Exchange is commenced) (the "Offer Period"); and (iii) that any Company Stock Option or Warrant not tendered will remain outstanding or otherwise be treated in accordance with its terms. As soon as practicable after the Form S-4 is declared effective under expiration of the Securities Act. Holdco Offer Period, Parent shall take any action (other than qualifying to do business in any jurisdiction in which CDnow or Columbia House are not now so qualifiedi) required cause to be taken under any applicable state securities laws accepted for exchange all Company Stock Options or Warrants tendered and not validly withdrawn pursuant to the Exchange Offer and (ii) cause to be canceled all Company Stock Options or Warrants so accepted for exchange by Parent. No fractional Parent Ordinary Shares or Parent ADSs shall be issued in connection with the issuance of Holdco Common Stock in the Transactions Option and under CDnow Stock Plans and CDnow Warrants, and CDnow shall furnish all information concerning CDnow and the holders of CDnow Common Stock and rights to acquire CDnow Common Stock pursuant to CDnow Stock Plans and CDnow Warrants as may be reasonably requested in connection with any such actionWarrant Exchange. The parties Option and Warrant Exchange shall notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or the Form S-4 or for additional information and shall supply each other with copies of all correspondence between any of its representatives, on the one handbe subject to, and the SEC or its staff, on the other hand, with respect to the Proxy Statement, the Form S-4 or the Transactions. No filing of, or amendment or supplement Offer Period shall not expire prior to, the Form S-4 will be made satisfaction or, if permitted by Holdcoapplicable Law, or waiver of the Proxy Statement will be made by CDnowconditions set forth in Article VII; provided, without providing each of Time Warner and Sony however, that the opportunity Offer Period shall not expire prior to review and comment thereon and receiving the prior approval thereof of each of Time Warner and SonyJanuary 1, 2001." (b) If at any time prior Exhibits C, D and E of the Merger Agreement shall be amended in full to the Effective Time any event with respect to CDnow or any CDnow Subsidiary or with respect to other information supplied by CDnow for inclusion read as set forth in the Proxy Statement or the Form S-4 shall occur which is required to be described in an amendment ofAnnexes 2, or a supplement to3 and 4 hereto, the Proxy Statement or the Form S-4, CDnow shall promptly notify Time Warner and Sony of such event, and CDnow and Holdco shall cooperate with Time Warner and Sony in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and Form S-4 and, as required by Law, in disseminating the information contained in such amendment or supplement to CDnow's shareholdersrespectively. (c) If at any time prior The last sentence of Section 6.10 of the Merger Agreement shall be amended in full to read as follows: "The foregoing notwithstanding, Parent shall be entitled to place legends as specified in the Effective Time any event with respect to Company Affiliate Letter on the certificates evidencing any of the Columbia House Entities or Parent Ordinary Shares to be received by (i) any affiliate of the Columbia House Subsidiaries, Company or with respect to (ii) any other information supplied person Parent reasonably identifies (by Time Warner or Sony for inclusion in the Proxy Statement or the Form S-4, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Form S-4, Time Warner or Sony, as the case may be, shall promptly notify CDnow of such event, and Time Warner and Sony shall cooperate with CDnow and Holdco in the prompt filing with the SEC of any necessary amendment or supplement written notice to the Proxy Statement and Company) as being a person who may be deemed an affiliate of the Form S-4 andCompany, as required by Law, in disseminating pursuant to the information contained in such amendment or supplement to CDnow's shareholders. (d) CDnow shall, as soon as practicable following the date terms of this Agreement, establish a record date (which shall be as soon as practicable following and to issue appropriate stop transfer instructions to the date of this Agreement) for, and duly call, give notice of, convene and hold, a meeting of its shareholders (the "CDnow Shareholders Meeting") transfer agent for the purpose of obtaining Parent Ordinary Shares or the CDnow Shareholder Approval. CDnow shall use its reasonable efforts to cause depositary for the Proxy Statement to be mailed to CDnow's shareholders as promptly as practicable after Parent ADSs, consistent with the Form S-4 is declared effective under the Securities Act. CDnow shall, through the CDnow Board, recommend to its shareholders that they give the CDnow Shareholder Approval. Without limiting the generality terms of the foregoingCompany Affiliate Letter, CDnow agrees that its obligations pursuant to this regardless of whether such person has executed the Company Affiliate Letter and regardless of whether such person's name and address appear in Section 8.01(d) shall not be affected by 3.22 of the commencement, public proposal, public disclosure or communication to CDnow of any CDnow Takeover ProposalCompany Disclosure Schedule. (e) CDnow shall use its reasonable efforts to cause to be delivered to Time Warner and Sony a letter of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, CDnow's independent auditors, dated a date within two business days before the date on which the Form S-4 shall become effective and addressed to Time Warner and Sony, in form and substance reasonably satisfactory to Time Warner and Sony and customary in scope and substance for comfort letters delivered by independent public accountants in connection with registration statements similar to the Form S-4. (f) Time Warner and Sony shall use their reasonable efforts to cause to be delivered to CDnow a letter of Ernst & Young LLP, Columbia House's independent auditors, dated a date within two business days before the date on which the Form S-4 shall become effective and addressed to CDnow, in form and substance reasonably satisfactory to CDnow and customary in scope and substance for comfort letters delivered by independent public accountants in connection with registration statements similar to the Form S-4. (g) Time Warner and Sony shall use their reasonable efforts to cause to be delivered to Holdco as soon as practicable following the date of this Agreement combined financial statements for MCo, VCo, Columbia House, Columbia House Mexico and Columbia House Canada that comply with the requirements of Items 14(e), (f) and (g) of Form S-4 under the Securities Act, to be included in the Proxy Statement and the Form S-4."

Additional Agreements. SECTION 8.01. Preparation of the Form 5.1 PREPARATION OF THE FORM S-4 and the Proxy StatementAND THE JOINT PROXY STATEMENT; Shareholders MeetingSTOCKHOLDERS' MEETINGS. (a) As soon as practicable following the date of this Agreement, CDnow, Holdco, Time Warner HealthWatch shall prepare the Form S-4 and Sony HealthWatch and Halis shall jointly prepare the Joint Proxy Statement to be included in the Form S-4 and CDnow HealthWatch shall file cause such Form S-4 so prepared to be filed with the SEC the Proxy Statement in preliminary form and CDnow, Holdco, Time Warner and Sony shall jointly prepare and Holdco shall file with the SEC the Form S-4, in which the Proxy Statement will be included as a prospectus, and each of CDnow, Holdco, Time Warner and Sony shall use its reasonable efforts to respond as promptly as practicable to any comments of the SEC with respect theretoSEC. Each of CDnow, Holdco, Time Warner HealthWatch and Sony Halis shall use its commercially reasonable efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. CDnow shall HealthWatch will use its all commercially reasonable efforts to cause the Joint Proxy Statement to be mailed to CDnowHealthWatch's shareholders stockholders, and Halis will use all commercially reasonable efforts to cause the Joint Proxy Statement to be mailed to Halis' stockholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Holdco HealthWatch shall also take any action (other than qualifying to do business in any jurisdiction in which CDnow or Columbia House are it is not now so qualifiedqualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the issuance of Holdco HealthWatch Common Stock in the Transactions Merger and under CDnow Stock Plans and CDnow Warrantsthe conversion of Assumed Options, and CDnow Halis shall furnish all information concerning CDnow Halis and the holders of CDnow Halis Common Stock and rights to acquire CDnow Common Stock pursuant to CDnow Stock Plans and CDnow Warrants as may be reasonably requested in connection with any such action. The parties shall notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or the Form S-4 or for additional information and shall supply each other with copies of all correspondence between any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement, the Form S-4 or the Transactions. No filing of, or amendment or supplement to, the Form S-4 will be made by Holdco, or the Joint Proxy Statement will be made by CDnow, HealthWatch without Halis' prior consent (which shall not be unreasonably withheld) and without providing each of Time Warner and Sony Halis the opportunity to review and comment thereon. HealthWatch will advise Halis promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the HealthWatch Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement or the Form S-4 or comments thereon and receiving responses thereto or requests by the prior approval thereof of each of Time Warner and Sony. (b) SEC for additional information. If at any time prior to the Effective Time any event with respect information relating to CDnow HealthWatch or Halis, or any CDnow Subsidiary of their respective affiliates, officers or with respect to other information supplied directors, should be discovered by CDnow for inclusion in the Proxy Statement HealthWatch or the Form S-4 shall occur Halis which is required to should be described set forth in an amendment of, or a supplement to, the Proxy Statement or the Form S-4, CDnow shall promptly notify Time Warner and Sony of such event, and CDnow and Holdco shall cooperate with Time Warner and Sony in the prompt filing with the SEC of any necessary amendment or supplement to any of the Proxy Statement and Form S-4 andor the Joint Proxy Statement, as required by Lawso that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in disseminating light of the circumstances under which they were made, not misleading, the party which discovers such information contained in such shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to CDnow's shareholdersthe extent required by law, disseminated to the stockholders of HealthWatch and Halis. (cb) If at any time prior to the Effective Time any event with respect to any of the Columbia House Entities or any of the Columbia House Subsidiaries, or with respect to any other information supplied by Time Warner or Sony for inclusion in the Proxy Statement or the Form S-4, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Form S-4, Time Warner or Sony, as the case may be, shall promptly notify CDnow of such event, and Time Warner and Sony shall cooperate with CDnow and Holdco in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and the Form S-4 and, as required by Law, in disseminating the information contained in such amendment or supplement to CDnow's shareholders. (d) CDnow HealthWatch shall, as soon as practicable following the date of this Agreement, establish a record date (which shall be as soon as practicable following the date of this Agreement) for, and duly call, give notice of, convene and hold, a meeting of its shareholders (the "CDnow Shareholders Meeting") for the purpose of obtaining the CDnow Shareholder Approval. CDnow shall use its reasonable efforts to cause the Proxy Statement to be mailed to CDnow's shareholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act. CDnow , duly give notice of, convene and hold a meeting of its stockholders (the "HealthWatch Stockholders' Meeting") in accordance with Minnesota law for the purpose of obtaining the HealthWatch Stockholder Approval and shall, through the CDnow Boardits Board of Directors, recommend to its shareholders that they stockholders the approval and adoption of this Agreement, the Merger and the other transactions contemplated hereby. (c) Halis shall, as promptly as practicable after the Form S-4 is declared effective under the Securities Act, duly give notice of, convene and hold a meeting of its stockholders (the CDnow Shareholder Approval. Without limiting "Halis Stockholders' Meeting") in accordance with the generality Georgia law for the purpose of obtaining the foregoingHalis Stockholder Approval and shall, CDnow agrees that subject to the provisions of Section 4.2(b) hereof, through its obligations pursuant Board of Directors, recommend to its stockholders the approval and adoption of this Section 8.01(dAgreement, the Merger and the other transactions contemplated hereby. (d) shall Halis and HealthWatch will use commercially reasonable efforts to hold the HealthWatch Stockholders' Meeting and the Halis Stockholders' Meeting on the same date and as soon as reasonably practicable after the date hereof, but not be affected by the commencementlater than September 30, public proposal, public disclosure or communication to CDnow of any CDnow Takeover Proposal2000. (e) CDnow Each of HealthWatch's and Halis' obligations under this Section 5.1 shall use its reasonable efforts at all times remain subject to cause to be delivered to Time Warner and Sony a letter the provisions of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, CDnow's independent auditors, dated a date within two business days before the date on which the Form S-4 shall become effective and addressed to Time Warner and SonySection 4.2(c), in form and substance reasonably satisfactory to Time Warner and Sony and customary in scope and substance for comfort letters delivered by independent public accountants in connection with registration statements similar to the Form S-4. (f) Time Warner and Sony shall use their reasonable efforts to cause to be delivered to CDnow a letter of Ernst & Young LLP, Columbia House's independent auditors, dated a date within two business days before the date on which the Form S-4 shall become effective and addressed to CDnow, in form and substance reasonably satisfactory to CDnow and customary in scope and substance for comfort letters delivered by independent public accountants in connection with registration statements similar to the Form S-4. (g) Time Warner and Sony shall use their reasonable efforts to cause to be delivered to Holdco as soon as practicable following the date of this Agreement combined financial statements for MCo, VCo, Columbia House, Columbia House Mexico and Columbia House Canada event that comply with the requirements of Items 14(e), (f) and (g) of Form S-4 under the Securities Actcircumstances described therein, to be included in the Proxy Statement and Board of Directors of Halis shall have made a Halis Subsequent Determination, as the Form S-4case may be.

Additional Agreements. SECTION 8.015.1. Preparation of the Form S-4 and the Joint Proxy Statement; Shareholders MeetingStockholders Meetings. (a) As soon as practicable following the date of this Agreement, CDnow, Holdco, Time Warner HFS and Sony CUC shall jointly prepare and CDnow shall file with the SEC the Joint Proxy Statement in preliminary form and CDnow, Holdco, Time Warner and Sony CUC shall jointly prepare and Holdco shall file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus, and each of CDnow, Holdco, Time Warner and Sony shall use its reasonable efforts to respond as promptly as practicable to any comments of the SEC with respect thereto. Each of CDnow, Holdco, Time Warner HFS and Sony CUC shall use its reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. CDnow shall HFS will use its reasonable all best efforts to cause the Joint Proxy Statement to be mailed to CDnowHFS's shareholders stockholders, and CUC will use all best efforts to cause the Joint Proxy Statement to be mailed to CUC's stockholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Holdco CUC shall also take any action (other than qualifying to do business in any jurisdiction in which CDnow or Columbia House are it is not now so qualifiedqualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the issuance of Holdco CUC Common Stock in the Transactions Merger and under CDnow Stock Plans the approval of the Certificate Amendment and CDnow Warrants, and CDnow HFS shall furnish all information informa- tion concerning CDnow HFS and the holders of CDnow HFS Common Stock and rights to acquire CDnow Common Stock pursuant to CDnow Stock Plans and CDnow Warrants as may be reasonably requested in connection with any such action. The parties shall notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or the Form S-4 or for additional information and shall supply each other with copies of all correspondence between any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement, the Form S-4 or the Transactions. No filing of, or amendment or supplement to, the Form S-4 will be made by Holdco, or the Joint Proxy Statement will be made by CDnow, CUC without providing each of Time Warner and Sony HFS the opportunity to review and comment thereon. CUC will advise HFS, promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the CUC Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement or the Form S-4 or comments thereon and receiving responses thereto or requests by the prior approval thereof of each of Time Warner and Sony. (b) SEC for additional information. If at any time prior to the Effective Time any event with respect information relating to CDnow HFS or CUC, or any CDnow Subsidiary of their respective affiliates, officers or with respect to other information supplied directors, should be discovered by CDnow for inclusion in the Proxy Statement HFS or the Form S-4 shall occur CUC which is required to should be described set forth in an amendment of, or a supplement to, the Proxy Statement or the Form S-4, CDnow shall promptly notify Time Warner and Sony of such event, and CDnow and Holdco shall cooperate with Time Warner and Sony in the prompt filing with the SEC of any necessary amendment or supplement to any of the Proxy Statement and Form S-4 andor the Joint Proxy Statement, as required by Lawso that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in disseminating light of the circumstances under which they were made, not misleading, the party which discovers such information contained in such shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to CDnow's shareholdersthe extent required by law, disseminated to the stockholders of HFS and CUC. (cb) If at any time prior to the Effective Time any event with respect to any of the Columbia House Entities or any of the Columbia House Subsidiaries, or with respect to any other information supplied by Time Warner or Sony for inclusion in the Proxy Statement or the Form S-4, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Form S-4, Time Warner or Sony, as the case may be, shall promptly notify CDnow of such event, and Time Warner and Sony shall cooperate with CDnow and Holdco in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and the Form S-4 and, as required by Law, in disseminating the information contained in such amendment or supplement to CDnow's shareholders. (d) CDnow HFS shall, as soon as practicable following the date of this Agreement, establish a record date (which shall be as soon as practicable following the date of this Agreement) for, and duly call, give notice of, convene and hold, a meeting of its shareholders (the "CDnow Shareholders Meeting") for the purpose of obtaining the CDnow Shareholder Approval. CDnow shall use its reasonable efforts to cause the Proxy Statement to be mailed to CDnow's shareholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act. CDnow , duly call, give notice of, convene and hold a meeting of its stockholders (the "HFS Stockholders Meeting") in accordance with the DGCL for the purpose of obtaining the HFS Stockholder Approval and, subject to its rights to terminate this Agreement pursuant to Section 4.2(b), shall, through the CDnow Boardits Board of Directors, recommend to its shareholders that they give stockholders the CDnow Shareholder Approvalapproval and adoption of this Agreement, the Merger, the New CUC Stock Plan and the other transactions contemplated hereby. Without limiting the generality of the foregoingforegoing but subject to its rights to terminate this Agreement pursuant to Section 4.2(b), CDnow HFS agrees that its obligations pursuant to the first sentence of this Section 8.01(d5.1(b) shall not be affected by the commencement, public proposal, public disclosure or communication to CDnow HFS of any CDnow HFS Takeover Proposal. (ec) CDnow shall use its reasonable efforts to cause to be delivered to Time Warner and Sony a letter of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLPCUC shall, CDnow's independent auditors, dated a date within two business days before the date on which as promptly as practicable after the Form S-4 shall become is declared effective and addressed to Time Warner and Sony, in form and substance reasonably satisfactory to Time Warner and Sony and customary in scope and substance for comfort letters delivered by independent public accountants in connection with registration statements similar to the Form S-4. (f) Time Warner and Sony shall use their reasonable efforts to cause to be delivered to CDnow a letter of Ernst & Young LLP, Columbia House's independent auditors, dated a date within two business days before the date on which the Form S-4 shall become effective and addressed to CDnow, in form and substance reasonably satisfactory to CDnow and customary in scope and substance for comfort letters delivered by independent public accountants in connection with registration statements similar to the Form S-4. (g) Time Warner and Sony shall use their reasonable efforts to cause to be delivered to Holdco as soon as practicable following the date of this Agreement combined financial statements for MCo, VCo, Columbia House, Columbia House Mexico and Columbia House Canada that comply with the requirements of Items 14(e), (f) and (g) of Form S-4 under the Securities Act, duly call, give notice of, convene and hold a meeting of its stockholders (the "CUC Stockholders Meeting") in accordance with the DGCL for the purpose of obtaining the CUC Stockholder Approval and, subject to be included in its rights to terminate this Agreement pursuant to Section 4.3(b), shall, through its Board of Directors, recommend to its stockholders the Proxy Statement approval and adoption of this Agreement, the Merger, the Certificate Amendment, the New CUC Stock Plan and the Form S-4other transactions contemplated hereby. Without limiting the generality of the foregoing but subject to its rights to terminate this Agreement pursuant to Section 4.3(b), CUC agrees that its obligations pursuant to the first sentence of this Section 5.1(c) shall not be affected by the commencement, public proposal, public disclosure or communication to CUC of any CUC Takeover Proposal. (d) CUC and HFS will use best efforts to hold the HFS Stockholders Meeting and the CUC Stockholders Meeting on the same date and as soon as reasonably practicable after the date hereof.

Additional Agreements. SECTION 8.015.1. Preparation of the Form S-4 and the Joint Proxy ----------------------------------------------- Statement; Shareholders MeetingStockholders Meetings. (a) As soon as practicable following the -------------------------------- date of this Agreement, CDnow, Holdco, Time Warner RSI and Sony JPFI shall jointly prepare and CDnow shall file with the SEC the Joint Proxy Statement in preliminary form Statement, and CDnow, Holdco, Time Warner and Sony JPFI shall jointly prepare and Holdco shall file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus, and each of CDnow, Holdco, Time Warner and Sony shall use its reasonable efforts to respond as promptly as practicable to any comments of the SEC with respect thereto. Each of CDnow, Holdco, Time Warner RSI and Sony JPFI shall use its reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. CDnow shall RSI will use its reasonable all best efforts to cause the Joint Proxy Statement to be mailed to CDnowRSI's shareholders stockholders, and JPFI will use all best efforts to cause the Joint Proxy Statement to be mailed to JPFI's stockholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Holdco JPFI shall also take any action (other than qualifying to do business in any jurisdiction in which CDnow or Columbia House are it is not now so qualifiedqualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the issuance of Holdco JPFI Common Stock in the Transactions Merger and under CDnow Stock Plans and CDnow Warrants, and CDnow RSI shall furnish all information concerning CDnow RSI and the holders of CDnow RSI Common Stock and rights to acquire CDnow Common Stock pursuant to CDnow Stock Plans and CDnow Warrants as may be reasonably requested in connection with any such action. The parties shall notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or the Form S-4 or for additional information and shall supply each other with copies of all correspondence between any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement, the Form S-4 or the Transactions. No filing of, or amendment or supplement to, the Form S-4 will be made by Holdco, or the Joint Proxy Statement will be made by CDnow, JPFI without RSI's prior consent (which shall not be unreasonably withheld) and without providing each of Time Warner and Sony RSI the opportunity to review and comment thereon. JPFI will advise RSI, promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the JPFI Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement or the Form S-4 or comments thereon and receiving responses thereto or requests by the prior approval thereof of each of Time Warner and Sony. (b) SEC for additional information. If at any time prior to the Effective Time any event with respect information relating to CDnow RSI or JPFI, or any CDnow Subsidiary of their respective affiliates, officers or with respect to other information supplied directors, should be discovered by CDnow for inclusion in the Proxy Statement RSI or the Form S-4 shall occur JPFI which is required to should be described set forth in an amendment of, or a supplement to, the Proxy Statement or the Form S-4, CDnow shall promptly notify Time Warner and Sony of such event, and CDnow and Holdco shall cooperate with Time Warner and Sony in the prompt filing with the SEC of any necessary amendment or supplement to any of the Proxy Statement and Form S-4 andor the Joint Proxy Statement, as required by Lawso that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in disseminating light of the circumstances under which they were made, not misleading, the party which discovers such information contained in such shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to CDnow's shareholdersthe extent required by law, disseminated to the stockholders of RSI and JPFI. (cb) If at any time prior to the Effective Time any event with respect to any of the Columbia House Entities or any of the Columbia House Subsidiaries, or with respect to any other information supplied by Time Warner or Sony for inclusion in the Proxy Statement or the Form S-4, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Form S-4, Time Warner or Sony, as the case may be, shall promptly notify CDnow of such event, and Time Warner and Sony shall cooperate with CDnow and Holdco in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and the Form S-4 and, as required by Law, in disseminating the information contained in such amendment or supplement to CDnow's shareholders. (d) CDnow RSI shall, as soon as practicable following the date of this Agreement, establish a record date (which shall be as soon as practicable following the date of this Agreement) for, and duly call, give notice of, convene and hold, a meeting of its shareholders (the "CDnow Shareholders Meeting") for the purpose of obtaining the CDnow Shareholder Approval. CDnow shall use its reasonable efforts to cause the Proxy Statement to be mailed to CDnow's shareholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act. CDnow , duly call, give notice of, convene and hold a meeting of its stockholders (the "RSI Stockholders Meeting") in accordance with the DGCL for the purpose of obtaining the RSI Stockholder Approval and shall, through the CDnow Boardits Board of Directors, recommend to its shareholders that they give stockholders the CDnow Shareholder Approval. Without limiting approval and adoption of this Agreement, the generality of Merger and the foregoing, CDnow agrees that its obligations pursuant to this Section 8.01(d) shall not be affected by the commencement, public proposal, public disclosure or communication to CDnow of any CDnow Takeover Proposalother transactions contemplated hereby. (ec) CDnow shall use its reasonable efforts to cause to be delivered to Time Warner and Sony a letter of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLPJPFI shall, CDnow's independent auditors, dated a date within two business days before the date on which as promptly as practicable after the Form S-4 shall become is declared effective and addressed to Time Warner and Sony, in form and substance reasonably satisfactory to Time Warner and Sony and customary in scope and substance for comfort letters delivered by independent public accountants in connection with registration statements similar to the Form S-4. (f) Time Warner and Sony shall use their reasonable efforts to cause to be delivered to CDnow a letter of Ernst & Young LLP, Columbia House's independent auditors, dated a date within two business days before the date on which the Form S-4 shall become effective and addressed to CDnow, in form and substance reasonably satisfactory to CDnow and customary in scope and substance for comfort letters delivered by independent public accountants in connection with registration statements similar to the Form S-4. (g) Time Warner and Sony shall use their reasonable efforts to cause to be delivered to Holdco as soon as practicable following the date of this Agreement combined financial statements for MCo, VCo, Columbia House, Columbia House Mexico and Columbia House Canada that comply with the requirements of Items 14(e), (f) and (g) of Form S-4 under the Securities Act, duly call, give notice of, convene and hold a meeting of its stockholders (the "JPFI Stockholders Meeting") in accordance with the DGCL for the purpose of obtaining the JPFI Stockholder Approval and shall, through its Board of Directors, recommend to be included in its stockholders the Proxy Statement approval and adoption of this Agreement, the Merger and the Form S-4other transactions contemplated hereby. (d) JPFI and RSI will use best efforts to hold the RSI Stockholders Meeting and the JPFI Stockholders Meeting on the same date and as soon as reasonably practicable after the date hereof.

Additional Agreements. SECTION 8.01. Preparation of the Form S-4 and the Proxy Statement; Shareholders Meeting. (a) As soon Until January 31, 2013, the Selling Parties shall and shall cause their employees to give Purchaser and its representatives reasonable access to all books, records and personnel relating to the Business and permit Purchaser to make such copies and inspections thereof and cause their employees to furnish Purchaser with such financial and other information as practicable following the date of this Agreement, CDnow, Holdco, Time Warner and Sony shall jointly prepare and CDnow shall file with the SEC the Proxy Statement in preliminary form and CDnow, Holdco, Time Warner and Sony shall jointly prepare and Holdco shall file with the SEC the Form S-4, in which the Proxy Statement will be included as a prospectusPurchaser may reasonably request, and cooperate fully with Purchaser to enable Purchaser to prepare unaudited quarterly balance sheets and related statements of income, stockholder's equity and cash flows and related footnotes for each of CDnow, Holdco, Time Warner and Sony shall use its reasonable efforts to respond as promptly as practicable to any comments fiscal quarter of the SEC with respect theretoBusiness ending December 31, 2009 through and including the Closing Date and permit and, upon Purchaser’s request, instruct the accountants of the Selling Parties to review such statements as provided in the Statement on Auditing Standards No. Each of CDnow100. The Selling Parties shall receive no payment for providing such access, Holdcoassistance and cooperation; provided, Time Warner and Sony that Purchaser shall use its reasonable efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. CDnow shall use its reasonable efforts to cause the Proxy Statement be responsible for fees to be mailed paid to CDnow's shareholders as promptly as practicable after the Form S-4 is declared effective under accountants of the Securities Act. Holdco shall take any action (other than qualifying to do business in any jurisdiction in which CDnow or Columbia House are not now so qualified) required to be taken under any applicable state securities laws Selling Parties’ in connection with the issuance their review of Holdco Common Stock in the Transactions and under CDnow Stock Plans and CDnow Warrants, and CDnow shall furnish all information concerning CDnow and the holders of CDnow Common Stock and rights to acquire CDnow Common Stock pursuant to CDnow Stock Plans and CDnow Warrants as may be reasonably requested in connection with any such action. The parties shall notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or the Form S-4 or for additional information and shall supply each other with copies of all correspondence between any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement, the Form S-4 or the Transactions. No filing of, or amendment or supplement to, the Form S-4 will be made by Holdco, or the Proxy Statement will be made by CDnow, without providing each of Time Warner and Sony the opportunity to review and comment thereon and receiving the prior approval thereof of each of Time Warner and Sonyfinancial statements. (b) If at Each of the Selling Parties agree not to take any time prior action for the purposes of or that could result in, the Selling Parties being unable to the Effective Time satisfy or perform any event with respect to CDnow of their obligations under this Agreement or any CDnow Subsidiary of the Ancillary Agreements, whether before on or with respect to other information supplied by CDnow for inclusion in after the Proxy Statement or the Form S-4 shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Form S-4, CDnow shall promptly notify Time Warner and Sony of such event, and CDnow and Holdco shall cooperate with Time Warner and Sony in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and Form S-4 and, as required by Law, in disseminating the information contained in such amendment or supplement to CDnow's shareholdersClosing Date. (c) If at any time prior The Selling Parties agree that if Bepensa Industrial, S.A. de C.V. (“Bepensa”) or its Affiliates, delivers written notice (the “Option Notice”) to Rexam Mexico or Purchaser that Bepensa has elected to commence the process for the determination of the Fair Market Value (as defined in the JV Agreement) pursuant to Article V of that certain Shareholders’ Agreement dated as of April 3, 2007 between Bepensa and Rexam Mexico (the “JV Agreement”) as a result of the transactions contemplated hereby, then Purchaser shall, or shall cause Rexam Mexico to, give written notice to the Effective Time any event Selling Parties, along with respect copies of all notices and documents delivered by Bepensa to Rexam Mexico or Purchaser in connection with Bepensa’s exercise of such option, within three Business Days following receipt of the Option Notice; provided that the failure to so notify the Selling Parties within such period shall not relieve the Selling Parties of their obligations hereunder except to the extent such failure shall have materially prejudiced the Selling Parties. Such election by Bepensa shall be treated as a Third Party Claim under Section 10.4(b) of this Agreement solely for purposes of administrating such claims and the Selling Parties shall control and administer such claim subject to the same terms and conditions as set forth in Section 10.4(b) (it being understood that the limitations on indemnification set forth in Section 10.4 shall not apply to any such payment and no amounts paid or payable in respect of such obligation shall be counted or considered in any calculation made pursuant to Section 10.5). The Selling Parties shall use their best efforts to settle any such claim or Put Election as promptly as possible without any disruption to the Columbia House Entities business of Rexam Mega and to the extent any costs in determining the Fair Market Value of Rexam Mega are incurred by Rexam Mega, the Selling Parties shall be responsible for Purchaser’s Proportionate Equity Share of such costs. If, Bepensa delivers or causes to be delivered timely notice that it is exercising its right under the JV Agreement to require Rexam Mexico or its Affiliates to purchase Bepensa’s interest in Rexam Mega or exercises any other legal right to require Rexam Mexico or its Affiliates to acquire its interest in Rexam Mega (a “Put Election”), then the Selling Parties shall pay Purchaser any amounts determined to be owed by Purchaser or its Affiliates (including Rexam Mexico) to Bepensa or any of the Columbia House Subsidiaries, or its Affiliates in connection with respect to any other information supplied by Time Warner or Sony for inclusion in the Proxy Statement or the Form S-4, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Form S-4, Time Warner or Sony, as the case may be, shall promptly notify CDnow of Bepensa making such event, and Time Warner and Sony shall cooperate with CDnow and Holdco in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and the Form S-4 and, as required by Law, in disseminating the information contained in such amendment or supplement to CDnow's shareholders. (d) CDnow shall, as soon as practicable following the date of this Agreement, establish a record date (which shall be as soon as practicable following the date of this Agreement) for, and duly call, give notice of, convene and hold, a meeting of its shareholders (the "CDnow Shareholders Meeting") for the purpose of obtaining the CDnow Shareholder ApprovalPut Election. CDnow shall use its reasonable efforts to cause the Proxy Statement to be mailed to CDnow's shareholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act. CDnow shall, through the CDnow Board, recommend to its shareholders that they give the CDnow Shareholder Approval. Without limiting the generality of the foregoing, CDnow agrees that its obligations pursuant to this Section 8.01(d) The Selling Parties shall not be affected by the commencementrequired to pay Purchaser or its Affiliates (including Rexam Mexico) any amounts if Bepensa exercises its right to require Rexam Mexico to sell its interest in Rexam Mega to Bepensa (or its Affiliates) at a price based on Fair Market Value (it being understood such obligation to sell, public proposalif any, public disclosure or communication to CDnow of any CDnow Takeover Proposal. (e) CDnow shall use its reasonable efforts to cause to be delivered to Time Warner and Sony a letter of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, CDnow's independent auditors, dated a date within two business days before the date on which the Form S-4 shall become effective and addressed to Time Warner and Sony, in form and substance reasonably satisfactory to Time Warner and Sony and customary in scope and substance for comfort letters delivered by independent public accountants in connection with registration statements similar to the Form S-4. (f) Time Warner and Sony shall use their reasonable efforts to cause to be delivered to CDnow a letter of Ernst & Young LLP, Columbia House's independent auditors, dated a date within two business days before the date on which the Form S-4 shall become effective and addressed to CDnow, in form and substance reasonably satisfactory to CDnow and customary in scope and substance for comfort letters delivered by independent public accountants in connection with registration statements similar to the Form S-4. (g) Time Warner and Sony shall use their reasonable efforts to cause to be delivered to Holdco as soon as practicable following the date of this Agreement combined financial statements for MCo, VCo, Columbia House, Columbia House Mexico and Columbia House Canada that comply with the requirements of Items 14(e), (f) and (g) of Form S-4 under the Securities Act, to be included in the Proxy Statement and the Form S-4right to receive the proceeds of such sale shall be Rexam Mexico’s).

Additional Agreements. SECTION 8.01. 5.1 Preparation of the Form S-4 and the Joint Proxy Statement; Shareholders MeetingStockholders Meetings. (a) As soon as practicable following the date of this Agreement, CDnow, Holdco, Time Warner Partners and Sony NTL shall jointly prepare and CDnow shall file with the SEC the Joint Proxy Statement in preliminary form and CDnow, Holdco, Time Warner and Sony NTL shall jointly prepare and Holdco shall file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus, and each of CDnow, Holdco, Time Warner and Sony shall use its reasonable efforts to respond as promptly as practicable to any comments of the SEC with respect thereto. Each of CDnow, Holdco, Time Warner Partners and Sony NTL shall use its reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. CDnow shall Partners will use its reasonable all best efforts to cause the Joint Proxy Statement to be mailed to CDnowPartners's shareholders stockholders, and NTL will use all best efforts to cause the Joint Proxy Statement to be mailed to NTL's stockholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Holdco NTL shall also take any action (other than qualifying to do business in any jurisdiction in which CDnow or Columbia House are it is not now so qualifiedqualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the issuance of Holdco Common NTL Capital Stock in the Transactions Amalgamation and under CDnow Stock Plans and CDnow Warrants, and CDnow Partners shall furnish all information concerning CDnow Partners and the holders of CDnow Partners Common Stock and rights to acquire CDnow Common Stock pursuant to CDnow Stock Plans and CDnow Warrants as may be reasonably requested in connection with any such action. The parties shall notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or the Form S-4 or for additional information and shall supply each other with copies of all correspondence between any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement, the Form S-4 or the Transactions. No filing of, or amendment or supplement to, the Form S-4 will be made by Holdco, or the Joint Proxy Statement will be made by CDnowNTL without the prior consent of Partners, without providing each such consent not to be unreasonably withhold or delayed. NTL will advise Partners, promptly after it receives notice thereof, of Time Warner and Sony the opportunity to review and comment time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the NTL Capital Stock issuable in connection with the Amalgamation for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement or the Form S-4 or comments thereon and receiving responses thereto or requests by the prior approval thereof of each of Time Warner and Sony. (b) SEC for additional information. If at any time prior to the Effective Time any event with respect information relating to CDnow Partners or NTL, or any CDnow Subsidiary of their respective affiliates, officers or with respect to other information supplied directors, should be discovered by CDnow for inclusion in the Proxy Statement Partners or the Form S-4 shall occur NTL which is required to should be described set forth in an amendment of, or a supplement to, the Proxy Statement or the Form S-4, CDnow shall promptly notify Time Warner and Sony of such event, and CDnow and Holdco shall cooperate with Time Warner and Sony in the prompt filing with the SEC of any necessary amendment or supplement to any of the Proxy Statement and Form S-4 andor the Joint Proxy Statement, as required by Lawso that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in disseminating light of the circumstances under which they were made, not misleading, the party which discovers such information contained in such shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to CDnow's shareholdersthe extent required by law, disseminated to the stockholders of Partners and NTL. (cb) If at any time prior to the Effective Time any event with respect to any of the Columbia House Entities or any of the Columbia House Subsidiaries, or with respect to any other information supplied by Time Warner or Sony for inclusion in the Proxy Statement or the Form S-4, Partners shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Form S-4, Time Warner or Sony, as the case may be, shall promptly notify CDnow of such event, and Time Warner and Sony shall cooperate with CDnow and Holdco in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and the Form S-4 and, as required by Law, in disseminating the information contained in such amendment or supplement to CDnow's shareholders. (d) CDnow shall, as soon as practicable following the date of this Agreement, establish a record date (which shall be as soon as practicable following the date of this Agreement) for, and duly call, give notice of, convene and hold, hold a meeting of its shareholders stockholders (the "CDnow Shareholders Partners Stockholders Meeting") in accordance with the Companies Act and Partners's bye-laws for the purpose of obtaining the CDnow Shareholder Approval. CDnow shall use its reasonable efforts Partners Stockholder Approval and, subject to cause the Proxy Statement to be mailed to CDnow's shareholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act. CDnow shallSections 4.2(b) and (d), through the CDnow Boardits Board of Directors, recommend to its shareholders that they give stockholders the CDnow Shareholder Approvalapproval and adoption of this Agreement and the Amalgamation. Without limiting the generality of the foregoing, CDnow Partners agrees that its obligations to convene the Partners Stockholders Meeting pursuant to this Section 8.01(d5.1(b) shall not be affected by the commencement, public proposal, public disclosure or communication to CDnow Partners of any CDnow Partners Takeover Proposal. (ec) CDnow shall use its reasonable efforts to cause to be delivered to Time Warner and Sony a letter of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLPNTL shall, CDnow's independent auditors, dated a date within two business days before the date on which as promptly as practicable after the Form S-4 shall become is declared effective and addressed to Time Warner and Sony, in form and substance reasonably satisfactory to Time Warner and Sony and customary in scope and substance for comfort letters delivered by independent public accountants in connection with registration statements similar to the Form S-4. (f) Time Warner and Sony shall use their reasonable efforts to cause to be delivered to CDnow a letter of Ernst & Young LLP, Columbia House's independent auditors, dated a date within two business days before the date on which the Form S-4 shall become effective and addressed to CDnow, in form and substance reasonably satisfactory to CDnow and customary in scope and substance for comfort letters delivered by independent public accountants in connection with registration statements similar to the Form S-4. (g) Time Warner and Sony shall use their reasonable efforts to cause to be delivered to Holdco as soon as practicable following the date of this Agreement combined financial statements for MCo, VCo, Columbia House, Columbia House Mexico and Columbia House Canada that comply with the requirements of Items 14(e), (f) and (g) of Form S-4 under the Securities Act, duly call, give notice of, convene and hold a meeting of its stockholders (the "NTL Stockholders Meeting") in accordance with the Delaware General Corporation Law for the purpose of obtaining the NTL Stockholder Approval and shall, through its Board of Directors, recommend to be included in its stockholders the Proxy Statement approval and adoption of this Agreement, and the Form S-4other transactions contemplated hereby. The Board of Directors of NTL or Sub or any committee thereof shall not withdraw or modify, or propose publicly to withdraw or modify in a manner adverse to Partners, the approval or recommendation by such Board of Directors or such committee of this Agreement and the transactions contemplated hereby. (d) NTL and Partners will use best efforts to hold the Partners Stockholders Meeting and the NTL Stockholders Meeting on the same date and as soon as reasonably practicable after the date hereof.

Additional Agreements. SECTION 8.01. Preparation 4.1 Each Company Stockholder agrees not to commence, join in, knowingly facilitate, assist or knowingly encourage, and agrees to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against GPAC, the Form S-4 and Company or the Proxy Statement; Shareholders Meeting. other parties to the Business Combination Agreement or any of their respective successors or directors or officers (a) As soon as practicable following challenging the date validity of, or seeking to enjoin the operation of, any provision of this Agreement, CDnow, Holdco, Time Warner and Sony shall jointly prepare and CDnow shall file with Agreement or the SEC the Proxy Statement in preliminary form and CDnow, Holdco, Time Warner and Sony shall jointly prepare and Holdco shall file with the SEC the Form S-4, in which the Proxy Statement will be included as Business Combination Agreement or (b) alleging a prospectus, and each breach of CDnow, Holdco, Time Warner and Sony shall use its reasonable efforts to respond as promptly as practicable to any comments fiduciary duty of the SEC with respect thereto. Each of CDnow, Holdco, Time Warner and Sony shall use its reasonable efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. CDnow shall use its reasonable efforts to cause the Proxy Statement to be mailed to CDnow's shareholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Holdco shall take any action (other than qualifying to do business in any jurisdiction in which CDnow or Columbia House are not now so qualified) required to be taken under any applicable state securities laws Person in connection with the issuance of Holdco Common Stock in evaluation, negotiation or entry into this Agreement, the Transactions and under CDnow Stock Plans and CDnow Warrants, and CDnow shall furnish all information concerning CDnow and the holders of CDnow Common Stock and rights to acquire CDnow Common Stock pursuant to CDnow Stock Plans and CDnow Warrants as may be reasonably requested in connection with any such action. The parties shall notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement Business Combination Agreement or the Form S-4 or for additional information and shall supply each other with copies of all correspondence between any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement, the Form S-4 or the Transactions. No filing of, or amendment or supplement to, the Form S-4 will be made by Holdco, or the Proxy Statement will be made by CDnow, without providing each of Time Warner and Sony the opportunity to review and comment thereon and receiving the prior approval thereof of each of Time Warner and SonyAncillary Agreements. (b) If 4.2 Each Company Stockholder agrees that, at any time or prior to the Effective Time any event with respect Closing, it will execute and deliver (or cause to CDnow or any CDnow Subsidiary or with respect be delivered) a counterpart to other information supplied by CDnow for inclusion each of the Shareholder Agreement and the Lock-up Agreement (each in the Proxy Statement or the Form S-4 shall occur which is required form and substance thereof to be described in an amendment ofagreed by GPAC and the Company prior to Closing, or a supplement to, which lock-up shall be no less burdensome than the Proxy Statement or the Form S-4, CDnow shall promptly notify Time Warner and Sony of such event, and CDnow and Holdco shall cooperate with Time Warner and Sony lock-up set forth in the prompt filing with the SEC of any necessary amendment Sponsor Side Letter). 4.3 Certain Company Stockholders agree that, at or supplement prior to the Proxy Statement Closing, they will execute and Form S-4 anddeliver (or cause to be delivered), as required by Law, in disseminating the information contained in such amendment or supplement to CDnow's shareholders. (c) If at any time prior Business Combination Agreement a counterpart to the Effective Time any event with respect to any of the Columbia House Entities or any of the Columbia House Subsidiaries, or with respect to any other information supplied by Time Warner or Sony for inclusion in the Proxy Statement or the Form S-4, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Form S-4, Time Warner or Sony, as the case may be, shall promptly notify CDnow of such event, and Time Warner and Sony shall cooperate with CDnow and Holdco in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and the Form S-4 and, as required by Law, in disseminating the information contained in such amendment or supplement to CDnow's shareholders. Registration Rights Agreement (d) CDnow shall, as soon as practicable following the date of this Agreement, establish a record date (which shall be as soon as practicable following the date of this Agreement) for, and duly call, give notice of, convene and hold, a meeting of its shareholders (the "CDnow Shareholders Meeting") for the purpose of obtaining the CDnow Shareholder Approval. CDnow shall use its reasonable efforts to cause the Proxy Statement to be mailed to CDnow's shareholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act. CDnow shall, through the CDnow Board, recommend to its shareholders that they give the CDnow Shareholder Approval. Without limiting the generality of the foregoing, CDnow agrees that its obligations pursuant to this Section 8.01(d) shall not be affected by the commencement, public proposal, public disclosure or communication to CDnow of any CDnow Takeover Proposal. (e) CDnow shall use its reasonable efforts to cause to be delivered to Time Warner and Sony a letter of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, CDnow's independent auditors, dated a date within two business days before the date on which the Form S-4 shall become effective and addressed to Time Warner and Sony, in form and substance reasonably satisfactory thereof to Time Warner be agreed by GPAC and Sony and customary in scope and substance for comfort letters delivered by independent public accountants in connection with registration statements similar the Company prior to the Form S-4Closing). (f) Time Warner 4.4 Each Company Stockholder agrees to accept the delivery of the Per Share Consideration to such Company Stockholder at the Closing in accordance with the terms of the Business Combination Agreement, and Sony shall use their reasonable efforts to cause to be agrees that once such Per Share Consideration is delivered to CDnow a letter such Company Stockholder, no other consideration may be claimed by such Company Stockholder in respect of Ernst & Young LLP, Columbia House's independent auditors, dated a date within two business days before such Company Stockholder’s equity in the date on which Company immediately prior to Closing except as provided in the Form S-4 shall become effective Business Combination Agreement and addressed to CDnow, in form and substance reasonably satisfactory to CDnow and customary in scope and substance for comfort letters delivered by independent public accountants in connection with registration statements similar to the Form S-4any Ancillary Agreement. (g) Time Warner and Sony shall use their reasonable efforts 4.5 Until the Expiration Time, each Company Stockholder agrees to cause to be delivered to Holdco as soon as practicable following the date of this Agreement combined financial statements for MCo, VCo, Columbia House, Columbia House Mexico and Columbia House Canada that comply with the requirements obligations applicable to the Company pursuant to Section 7.01, Section 7.02 and Section 7.05 of Items 14(e), (f) and (g) of Form S-4 under the Securities Act, to be included in the Proxy Statement and the Form S-4Business Combination Agreement as if such Company Stockholder were a party thereto.

Additional Agreements. SECTION 8.015.1. Preparation of the Form S-4 and the Joint Proxy Statement; Shareholders MeetingMeetings. (a) As soon as practicable following the date of this Agreement, CDnow, Holdco, Time Warner Green and Sony White shall jointly prepare and CDnow shall file with the SEC the Joint Proxy Statement in preliminary form and CDnow, Holdco, Time Warner and Sony White shall jointly prepare and Holdco shall file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus, and each of CDnow, Holdco, Time Warner and Sony shall use its reasonable efforts to respond as promptly as practicable to any comments of the SEC with respect thereto. Each of CDnow, Holdco, Time Warner Green and Sony White shall use its all reasonable efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. CDnow shall Green will use its all reasonable efforts to cause the Joint Proxy Statement to be mailed to CDnowGreen's shareholders shareholders, and White will use all reasonable efforts to cause the Joint Proxy Statement to be mailed to White's shareholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Holdco White shall also take any action (other than qualifying to do business in any jurisdiction in which CDnow or Columbia House are it is not now so qualifiedqualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the issuance of Holdco White Common Stock in the Transactions Merger and under CDnow the Green Stock Plans and CDnow WarrantsWhite Stock Plans, and CDnow Green shall furnish all information concerning CDnow Green and the holders of CDnow Green Common Stock and rights to acquire CDnow Common Stock pursuant to CDnow Stock Plans and CDnow Warrants as may be reasonably requested in connection with any such action. The parties shall notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or the Form S-4 or for additional information and shall supply each other with copies of all correspondence between any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement, the Form S-4 or the Transactions. No filing of, or amendment or supplement to, the Form S-4 will be made by Holdco, or the Proxy Statement will be made by CDnow, without providing each of Time Warner and Sony the opportunity to review and comment thereon and receiving the prior approval thereof of each of Time Warner and Sony. (b) If at any time prior to the Effective Time any event with respect to CDnow or any CDnow Subsidiary or with respect to other information supplied by CDnow for inclusion in the Proxy Statement or the Form S-4 shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Form S-4, CDnow shall promptly notify Time Warner and Sony of such event, and CDnow and Holdco shall cooperate with Time Warner and Sony in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and Form S-4 and, as required by Law, in disseminating the information contained in such amendment or supplement to CDnow's shareholders. (c) If at any time prior to the Effective Time any event with respect to any of the Columbia House Entities or any of the Columbia House Subsidiaries, or with respect to any other information supplied by Time Warner or Sony for inclusion in the Proxy Statement or the Form S-4, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Form S-4, Time Warner or Sony, as the case may be, shall promptly notify CDnow of such event, and Time Warner and Sony shall cooperate with CDnow and Holdco in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and the Form S-4 and, as required by Law, in disseminating the information contained in such amendment or supplement to CDnow's shareholders. (d) CDnow Green shall, as soon as practicable following the date of this Agreement, establish file with the SEC preliminary proxy materials and use reasonable efforts to clear such materials and thereafter duly call, give notice of, convene and hold on a record date mutually agreed to by White and Green a meeting of its shareholders (which the "Green Pennsylvania Shareholders Meeting") for the purpose of amending the Green Articles to explicitly provide that Subchapter E (Control Transactions) of Chapter 25 of the Pennsylvania Law shall be not apply to Green; and shall, as soon as practicable following the date of this Agreement) for, and duly call, give notice of, convene and hold, hold a meeting of its shareholders (the "CDnow Green Merger Shareholders Meeting" and, together with the Green Pennsylvania Shareholders Meeting, the "Green Shareholders Meetings") for the purpose of obtaining the CDnow Shareholder Approval. CDnow shall use its reasonable efforts to cause the Proxy Statement to be mailed to CDnow's shareholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act. CDnow shall, through the CDnow Board, recommend to its shareholders that they give the CDnow Shareholder Approval. Without limiting the generality of the foregoing, CDnow agrees that its obligations pursuant to this Section 8.01(d) shall not be affected by the commencement, public proposal, public disclosure or communication to CDnow of any CDnow Takeover Proposal. (e) CDnow shall use its reasonable efforts to cause to be delivered to Time Warner and Sony a letter of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, CDnow's independent auditors, dated a date within two business days before the date on which the Form S-4 shall become effective and addressed to Time Warner and Sony, in form and substance reasonably satisfactory to Time Warner and Sony and customary in scope and substance for comfort letters delivered by independent public accountants in connection with registration statements similar to the Form S-4. (f) Time Warner and Sony shall use their reasonable efforts to cause to be delivered to CDnow a letter of Ernst & Young LLP, Columbia House's independent auditors, dated a date within two business days before the date on which the Form S-4 shall become effective and addressed to CDnow, in form and substance reasonably satisfactory to CDnow and customary in scope and substance for comfort letters delivered by independent public accountants in connection with registration statements similar to the Form S-4. (g) Time Warner and Sony shall use their reasonable efforts to cause to be delivered to Holdco as soon as practicable following the date of this Agreement combined financial statements for MCo, VCo, Columbia House, Columbia House Mexico and Columbia House Canada that comply with the requirements of Items 14(e), (f) and (g) of Form S-4 under the Securities Act, to be included in the Proxy Statement and the Form S-4.obtaining

Additional Agreements. SECTION 8.01. Section 5.1 Preparation of the Form S-4 Joint Proxy Statement/Prospectus and the Proxy Registration Statement; Shareholders Meeting. (a) . As soon promptly as reasonably practicable following the date hereof, Parent and the Company shall cooperate in preparing and Parent shall cause to be filed with the SEC mutually acceptable proxy materials and prospectus relating to the matters to be submitted to the stockholders of this Agreementthe Company and Parent for a vote in connection with the Merger and the transactions contemplated hereby (such proxy materials and prospectus and any amendments or supplements thereto, CDnow, Holdco, Time Warner the "Joint Proxy Statement/Prospectus") and Sony Parent shall jointly prepare and CDnow shall file with the SEC the Registration Statement. The Joint Proxy Statement in preliminary form and CDnow, Holdco, Time Warner and Sony shall jointly prepare and Holdco shall file with the SEC the Form S-4, in which the Proxy Statement Statement/Prospectus will be included as a prospectus in and will constitute a part of the Registration Statement as Parent's prospectus, and each of CDnow, Holdco, Time Warner and Sony . Parent shall use its reasonable efforts to respond as promptly as practicable to any comments of the SEC with respect thereto. Each of CDnow, Holdco, Time Warner and Sony shall use its commercially reasonable efforts to have the Form S-4 Joint Proxy Statement/Prospectus cleared by the SEC and the Registration Statement declared effective under by the Securities Act SEC as soon after such filing as practicable and to keep the Registration Statement effective as long as is necessary to consummate the Merger and the transactions contemplated hereby. Each of Parent and the Company shall, as promptly as practicable after such filingreceipt thereof, provide the other party with copies of any written comments, and advise each other of any oral comments, with respect to the Joint Proxy Statement/Prospectus or Registration Statement received from the SEC. CDnow Prior to the Effective Time, Parent shall use its commercially reasonable efforts to cause obtain all necessary state securities law or "blue sky" approvals in connection with the Proxy Statement Merger and to consummate the other transactions contemplated by this Agreement; provided, however, Parent shall not be mailed required to CDnow's shareholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Holdco shall take any action (other than qualifying qualify to do business in any jurisdiction in which CDnow or Columbia House are it is now not now so qualified) required to be taken under any applicable state securities laws in connection . Each of Parent and the Company shall cooperate with the issuance of Holdco Common Stock in the Transactions one another and under CDnow Stock Plans and CDnow Warrants, and CDnow shall furnish all information concerning CDnow and itself as the holders of CDnow Common Stock and rights to acquire CDnow Common Stock pursuant to CDnow Stock Plans and CDnow Warrants as other may be reasonably requested request in connection with any such action. The parties shall notify each other promptly actions and the preparation of the receipt of any comments from the SEC or its staff Registration Statement and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or the Form S-4 or for additional information and shall supply each other with copies of all correspondence between any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Joint Proxy Statement, /Prospectus. Parent shall provide the Form S-4 or the Transactions. No filing of, or amendment or supplement to, the Form S-4 will be made by Holdco, or the Proxy Statement will be made by CDnow, without providing each of Time Warner and Sony the Company with a reasonable opportunity to review and comment thereon on any amendment or supplement to the Joint Proxy Statement/Prospectus and receiving the Registration Statement prior to Parent filing such with the SEC and Parent will provide the Company with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Joint Proxy Statement/Prospectus or the Registration Statement shall be made without the approval thereof of both Parent and the Company, which approval shall not be unreasonably withheld or delayed; provided, that, with respect to documents filed by Parent, this right of approval shall apply only with respect to information relating to the Company or its business, financial condition or results of operations and with respect to information which, in the reasonable judgment of the Company could unreasonably delay or impair the ability of the parties to consummate the transaction contemplated under this Agreement. Parent will use commercially reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to its stockholders, and the Company will use commercially reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company stockholders, in each case, as promptly as practicable after the Registration Statement is declared effective under the Securities Act, but in no event later than three (3) Business Days after the Registration Statement is declared effective. The Registration Statement shall register for resale the shares of Time Warner Parent Common Stock received in the Merger by each affiliate (within the meaning of Rule 145 of the Securities Act) of the Company that is not an affiliate (within the meaning of Rule 144 of the Securities Act) of Parent and Sony. each Stockholder of the Company who will be, immediately following the Effective Time, an affiliate of Parent and shall include the information required by Item 7 of Form S-4 and Item 507 of Regulation S-K under the Securities Act for the benefit of such affiliates as selling stockholders of the number of shares of Parent Common Stock received in the Merger. Each such selling stockholder shall agree to abide by the provisions of Section 4 of the Registration Rights Agreement (bas defined herein). If required by applicable law, rules or regulations, after the Effective Time, Parent shall file a post-effective amendment on Form S-3 to the Registration Statement (the "S-3 Amendment") If which shall include a resale prospectus for the selling stockholders of the number of shares of Parent Common Stock received by them in the Merger, and Parent shall keep the S-3 Amendment effective until the earliest of: (i) two (2) years after the Effective Time, (ii) the date of final sale by the selling stockholders of all shares of Parent Common Stock registered on the S-3 Amendment ("Registrable Resale Shares") or (iii) the date upon which all selling stockholders' Registrable Resale Shares become saleable without registration pursuant to Rule 144 under the Securities Act. If, at any time prior to the Effective Time Time, any event with respect information relating to CDnow Parent or the Company, or any CDnow Subsidiary of their respective affiliates, officers or with respect to other information supplied directors, is discovered by CDnow for inclusion in the Proxy Statement Parent or the Form S-4 shall occur which is required to Company and such information should be described set forth in an amendment of, or a supplement to, the Proxy Statement or the Form S-4, CDnow shall promptly notify Time Warner and Sony of such event, and CDnow and Holdco shall cooperate with Time Warner and Sony in the prompt filing with the SEC of any necessary amendment or supplement to any of the Registration Statement or the Joint Proxy Statement and Form S-4 Statement/Prospectus so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party hereto discovering such information shall promptly notify the other parties hereto and, as to the extent required by Lawapplicable law, in disseminating the information contained in such rules or regulations, an appropriate amendment or supplement to CDnow's shareholders. (c) If at any time prior to the Effective Time any event with respect to any of the Columbia House Entities or any of the Columbia House Subsidiaries, or with respect to any other describing such information supplied shall be promptly filed by Time Warner or Sony for inclusion in the Proxy Statement or the Form S-4, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Form S-4, Time Warner or Sony, as the case may be, shall promptly notify CDnow of such event, and Time Warner and Sony shall cooperate with CDnow and Holdco in the prompt filing Parent with the SEC of any necessary amendment or supplement and disseminated to the Proxy Statement stockholders of Parent and the Form S-4 and, as required by Law, in disseminating the information contained in such amendment or supplement to CDnow's shareholdersCompany. (d) CDnow shall, as soon as practicable following the date of this Agreement, establish a record date (which shall be as soon as practicable following the date of this Agreement) for, and duly call, give notice of, convene and hold, a meeting of its shareholders (the "CDnow Shareholders Meeting") for the purpose of obtaining the CDnow Shareholder Approval. CDnow shall use its reasonable efforts to cause the Proxy Statement to be mailed to CDnow's shareholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act. CDnow shall, through the CDnow Board, recommend to its shareholders that they give the CDnow Shareholder Approval. Without limiting the generality of the foregoing, CDnow agrees that its obligations pursuant to this Section 8.01(d) shall not be affected by the commencement, public proposal, public disclosure or communication to CDnow of any CDnow Takeover Proposal. (e) CDnow shall use its reasonable efforts to cause to be delivered to Time Warner and Sony a letter of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, CDnow's independent auditors, dated a date within two business days before the date on which the Form S-4 shall become effective and addressed to Time Warner and Sony, in form and substance reasonably satisfactory to Time Warner and Sony and customary in scope and substance for comfort letters delivered by independent public accountants in connection with registration statements similar to the Form S-4. (f) Time Warner and Sony shall use their reasonable efforts to cause to be delivered to CDnow a letter of Ernst & Young LLP, Columbia House's independent auditors, dated a date within two business days before the date on which the Form S-4 shall become effective and addressed to CDnow, in form and substance reasonably satisfactory to CDnow and customary in scope and substance for comfort letters delivered by independent public accountants in connection with registration statements similar to the Form S-4. (g) Time Warner and Sony shall use their reasonable efforts to cause to be delivered to Holdco as soon as practicable following the date of this Agreement combined financial statements for MCo, VCo, Columbia House, Columbia House Mexico and Columbia House Canada that comply with the requirements of Items 14(e), (f) and (g) of Form S-4 under the Securities Act, to be included in the Proxy Statement and the Form S-4.

Additional Agreements. SECTION 8.01. 6.1 Preparation of the Form S-4 Proxy Statement and the Proxy Statement; Shareholders MeetingSchedule 13E-3. (a) As soon as practicable following Subject to Section 6.8, the date Company, with the assistance and cooperation of this AgreementParent and Merger Sub, CDnow, Holdco, Time Warner and Sony shall jointly prepare and CDnow shall file cause to be filed with the SEC the Proxy Statement in preliminary form and CDnow, Holdco, Time Warner and Sony shall jointly prepare and Holdco shall file with the SEC the Form S-4, in which the Proxy Statement will be included as a prospectus, and each of CDnow, Holdco, Time Warner and Sony shall use its reasonable efforts to respond as promptly as reasonably practicable to any comments of following the SEC with respect thereto. Each of CDnow, Holdco, Time Warner and Sony shall use its reasonable efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. CDnow shall use its reasonable efforts to cause the Proxy Statement to be mailed to CDnow's shareholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Holdco shall take any action date hereof. (other than qualifying to do business in any jurisdiction in which CDnow or Columbia House are not now so qualifiedb) required to be taken under any applicable state securities laws in connection Concurrently with the issuance preparation of Holdco Common Stock in the Transactions and under CDnow Stock Plans and CDnow Warrants, and CDnow shall furnish all information concerning CDnow and the holders of CDnow Common Stock and rights to acquire CDnow Common Stock pursuant to CDnow Stock Plans and CDnow Warrants as may be reasonably requested in connection with any such action. The parties shall notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or the Form S-4 or for additional information and shall supply each other with copies of all correspondence between any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement, the Form S-4 or Company and Parent shall jointly prepare and caused to be filed with the Transactions. No filing ofSEC the Schedule 13E-3 as promptly as reasonably practicable following the date hereof. (c) Each of the Company and Parent shall, or amendment or supplement and shall cause its Subsidiaries and Representatives to, the Form S-4 will be made provide such information specifically for inclusion or incorporation by Holdco, or reference in the Proxy Statement and the Schedule 13E-3 as may be necessary or appropriate so that, at the date it is first mailed to the Company’s stockholders and at the time of the Company Stockholders Meeting or filed with the SEC, as applicable, the Proxy Statement and the Schedule 13E-3 will not contain any untrue statement of a material fact or omit to state any material fact required to be made by CDnowstated therein or necessary in order to make the statements therein, without providing each in light of Time Warner and Sony the opportunity to review and comment thereon and receiving the prior approval thereof of each of Time Warner and Sony. (b) circumstances under which they are made, not misleading. If at any time prior to the Effective Time any event with respect information relating to CDnow Parent or the Company or any CDnow Subsidiary of their respective Subsidiaries, officers or with respect directors should become known to other information supplied by CDnow for inclusion Parent or the Company which should be set forth in an amendment or supplement to the Proxy Statement or the Form S-4 Schedule 13E-3, so that any of such documents would not include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Party which discovers such information shall occur which is promptly notify the other Parties and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by applicable Law, disseminated to be described in an amendment the stockholders of the Company. (d) The Company agrees to promptly (i) notify Parent of the receipt of any comments from the SEC with respect to the Proxy Statement or the Schedule 13E-3 and of any request by the SEC for amendments of, or a supplement supplements to, the Proxy Statement or the Form S-4, CDnow shall promptly notify Time Warner and Sony of such eventSchedule 13E-3, and CDnow (ii) provide Parent with copies of all correspondence between such Party and Holdco shall cooperate with Time Warner and Sony in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and Form S-4 and, as required by Law, in disseminating the information contained in such amendment or supplement to CDnow's shareholders. (c) If at any time prior to the Effective Time any event with respect to any of the Columbia House Entities or any of the Columbia House Subsidiaries, or with respect to any other information supplied by Time Warner or Sony for inclusion in the Proxy Statement or the Form S-4, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Form S-4, Time Warner or Sony, as the case may be, shall promptly notify CDnow of such event, and Time Warner and Sony shall cooperate with CDnow and Holdco in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and the Form S-4 and, as required by Law, in disseminating the information contained in such amendment or supplement to CDnow's shareholders. (d) CDnow shall, as soon as practicable following the date of this Agreement, establish a record date (which shall be as soon as practicable following the date of this Agreement) for, and duly call, give notice of, convene and hold, a meeting of its shareholders (the "CDnow Shareholders Meeting") for the purpose of obtaining the CDnow Shareholder Approval. CDnow shall use its reasonable efforts to cause the Proxy Statement to be mailed to CDnow's shareholders Schedule 13E-3 as promptly as practicable after the Form S-4 is declared effective under the Securities Actreceipt thereof. CDnow shall, through the CDnow Board, recommend Prior to its shareholders that they give the CDnow Shareholder Approval. Without limiting the generality of the foregoing, CDnow agrees that its obligations pursuant to this Section 8.01(d) shall not be affected by the commencement, public proposal, public disclosure filing or communication to CDnow of any CDnow Takeover Proposal. (e) CDnow shall use its reasonable efforts to cause to be delivered to Time Warner and Sony a letter of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, CDnow's independent auditors, dated a date within two business days before the date on which the Form S-4 shall become effective and addressed to Time Warner and Sony, in form and substance reasonably satisfactory to Time Warner and Sony and customary in scope and substance for comfort letters delivered by independent public accountants in connection with registration statements similar to the Form S-4. (f) Time Warner and Sony shall use their reasonable efforts to cause to be delivered to CDnow a letter of Ernst & Young LLP, Columbia House's independent auditors, dated a date within two business days before the date on which the Form S-4 shall become effective and addressed to CDnow, in form and substance reasonably satisfactory to CDnow and customary in scope and substance for comfort letters delivered by independent public accountants in connection with registration statements similar to the Form S-4. (g) Time Warner and Sony shall use their reasonable efforts to cause to be delivered to Holdco as soon as practicable following the date of this Agreement combined financial statements for MCo, VCo, Columbia House, Columbia House Mexico and Columbia House Canada that comply with the requirements of Items 14(e), (f) and (g) of Form S-4 under the Securities Act, to be included in mailing the Proxy Statement and the Form S-4Schedule 13E-3 (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Parent a reasonable opportunity to review and comment on such document or response, and (ii) shall reflect in such document or response comments reasonably proposed by Parent. Each of the Company and Parent shall use its reasonable best efforts to resolve all comments from the SEC with respect to the Proxy Statement and the Schedule 13E-3 as promptly as reasonably practicable. Each of the Parties shall use its reasonable best efforts so that the Proxy Statement and the Schedule 13E-3 will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing or anything else herein to the contrary, and subject to compliance with the terms of Section 6.4, in connection with any disclosure regarding a Change of Recommendation, the Company shall not be required to provide Parent or Merger Sub the opportunity to review or comment on (or include comments proposed by Parent or Merger Sub in) the Schedule 13E-3 or the Proxy Statement, or any amendment or supplement thereto, or any comments thereon or any other filing by the Company with the SEC, with respect to such disclosure.

Additional Agreements. SECTION 8.01Section 5.1. Preparation of the Form PREPARATION OF THE FORM S-4 and the Proxy StatementAND THE JOINT PROXY STATEMENT; Shareholders MeetingSTOCKHOLDERS MEETINGS. (a) As soon as practicable following the date of this Agreement, CDnow, Holdco, Time Warner Geon and Sony shall jointly Hann▇ ▇▇▇ll prepare and CDnow shall file with the SEC the Joint Proxy Statement in preliminary form and CDnow, Holdco, Time Warner and Sony shall jointly prepare and Holdco shall file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus, and each of CDnow, Holdco, Time Warner and Sony shall use its reasonable efforts to respond as promptly as practicable to any comments of the SEC with respect thereto. Each of CDnow, Holdco, Time Warner Geon and Sony shall Hann▇ ▇▇▇ll use its reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. CDnow shall Geon will use its all reasonable best efforts to cause the Joint Proxy Statement to be mailed to CDnowGeon's shareholders stockholders, and Hann▇ ▇▇▇l use all reasonable best efforts to cause the Joint Proxy Statement to be mailed to Hann▇'▇ ▇▇▇ckholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Holdco Except as required by applicable law, (i) Hann▇ ▇▇▇ll cause the Joint Proxy Statement to contain the recommendation of the Hann▇ ▇▇▇rd of Directors that the stockholders of Hann▇ ▇▇▇pt this Agreement and the Consolidation and the transactions contemplated hereby and (ii) Geon shall cause the Joint Proxy Statement to contain the recommendation of the Geon Board of Directors that the stockholders of Geon adopt this Agreement and the Consolidation and the transactions contemplated hereby. Geon and Hann▇ ▇▇▇ll also take any action (other than qualifying to do business in any jurisdiction in which CDnow or Columbia House are it is not now so qualifiedqualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the issuance of Holdco Common Stock Resulting Corporation Shares in the Transactions Consolidation and under CDnow Stock Plans and CDnow Warrants, and CDnow each party shall furnish all information concerning CDnow itself and the holders of CDnow Common Stock and rights to acquire CDnow Common Stock pursuant to CDnow Stock Plans and CDnow Warrants its common stock as may be reasonably requested by the other party in connection with any such action. The parties shall notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or the Form S-4 or for additional information and shall supply each other with copies of all correspondence between any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement, the Form S-4 or the Transactions. No filing of, or amendment or supplement to, the Joint Proxy Statement or the Form S-4 will be made by Holdco, or the Proxy Statement will be made by CDnow, Hann▇ ▇▇ Geon without providing each of Time Warner and Sony the other party the opportunity to review and comment thereon. Each party will advise the other party, promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of Resulting Corporation Shares issuable in connection with the Consolidation for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement or the Form S-4 or comments thereon and receiving responses thereto or requests by the prior approval thereof of each of Time Warner and Sony. (b) SEC for additional information. If at any time prior to the Effective Time any event with respect information relating to CDnow Geon or Hann▇, ▇▇ any CDnow Subsidiary of their respective affiliates, officers or with respect to other information supplied directors, should be discovered by CDnow for inclusion in the Proxy Statement Geon or the Form S-4 shall occur which is required to Hann▇ ▇▇▇ch should be described set forth in an amendment of, or a supplement to, the Proxy Statement or the Form S-4, CDnow shall promptly notify Time Warner and Sony of such event, and CDnow and Holdco shall cooperate with Time Warner and Sony in the prompt filing with the SEC of any necessary amendment or supplement to any of the Proxy Statement and Form S-4 or the Joint Proxy Statement, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other party hereto and an appropriate amendment or 35 44 supplement describing such information will be promptly filed with the SEC and, as to the extent required by Lawlaw, in disseminating disseminated to the information contained in such amendment or supplement to CDnow's shareholdersstockholders of Geon and Hann▇. (cb) If at any time prior to the Effective Time any event with respect to any of the Columbia House Entities or any of the Columbia House Subsidiaries, or with respect to any other information supplied by Time Warner or Sony for inclusion in the Proxy Statement or the Form S-4, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Form S-4, Time Warner or Sony, as the case may be, shall promptly notify CDnow of such event, and Time Warner and Sony shall cooperate with CDnow and Holdco in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and the Form S-4 and, as required by Law, in disseminating the information contained in such amendment or supplement to CDnow's shareholders. (d) CDnow Geon shall, as soon as practicable following the date of this Agreement, establish duly call, give notice of, convene and hold a record date meeting of its stockholders (which shall the "Geon Stockholders Meeting") for the purpose of obtaining the Geon Stockholder Approval. Without limiting the generality of the foregoing, but subject to its rights pursuant to Section 4.2 and Section 7.1(g), Geon agrees that its obligations pursuant to the first sentence of this Section 5.1(b) will not be affected by the commencement, public proposal, public disclosure or communication to Geon of any Geon Takeover Proposal. (c) Hann▇ ▇▇▇ll, as soon as practicable following the date of this Agreement) for, and duly call, give notice of, convene and hold, hold a meeting of its shareholders stockholders (the "CDnow Shareholders Hann▇ ▇▇▇ckholders Meeting") for the purpose of obtaining the CDnow Shareholder Approval. CDnow shall use its reasonable efforts to cause the Proxy Statement to be mailed to CDnow's shareholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act. CDnow shall, through the CDnow Board, recommend to its shareholders that they give the CDnow Shareholder Hann▇ ▇▇▇ckholder Approval. Without limiting the generality of the foregoingforegoing but subject to its rights pursuant to Section 4.3 and Section 7.1(d), CDnow agrees Hann▇ ▇▇▇ees that its obligations pursuant to the first sentence of this Section 8.01(d5.1(c) shall not be affected by the commencement, public proposal, public disclosure or communication to CDnow of Hann▇ ▇▇ any CDnow Takeover Hann▇ ▇▇▇eover Proposal. (ed) CDnow shall Hann▇ ▇▇▇ Geon will use its all reasonable best efforts to cause to be delivered to Time Warner hold the Geon Stockholders Meeting and Sony a letter of ▇▇▇▇▇the Hann▇ ▇▇▇▇▇▇▇▇ LLP, CDnow's independent auditors, dated a ckholders Meeting on the same date within two business days before the date on which the Form S-4 shall become effective and addressed to Time Warner and Sony, in form and substance reasonably satisfactory to Time Warner and Sony and customary in scope and substance for comfort letters delivered by independent public accountants in connection with registration statements similar to the Form S-4. (f) Time Warner and Sony shall use their reasonable efforts to cause to be delivered to CDnow a letter of Ernst & Young LLP, Columbia House's independent auditors, dated a date within two business days before the date on which the Form S-4 shall become effective and addressed to CDnow, in form and substance reasonably satisfactory to CDnow and customary in scope and substance for comfort letters delivered by independent public accountants in connection with registration statements similar to the Form S-4. (g) Time Warner and Sony shall use their reasonable efforts to cause to be delivered to Holdco as soon as practicable following after the date of this Agreement combined financial statements for MCo, VCo, Columbia House, Columbia House Mexico and Columbia House Canada that comply with the requirements of Items 14(e), (f) and (g) of Form S-4 under the Securities Act, to be included in the Proxy Statement and the Form S-4hereof.

Additional Agreements. SECTION 8.017.1. Preparation of the Form S-4 and the Proxy StatementPREPARATION OF FORM F-4 AND PROXY STATEMENT; Shareholders MeetingTHE STOCKHOLDERS MEETINGS. (a) As soon as practicable following the date of this Agreement, CDnow, Holdco, Time Warner the Company and Sony Parent shall jointly prepare and CDnow shall file with the SEC the Proxy Statement in preliminary form and CDnow, Holdco, Time Warner and Sony Parent shall jointly prepare and Holdco shall file with the SEC the Form S-4F-4, in which the Proxy Statement will shall be included as a prospectus, and each together with any other documents required by the Securities Act or Exchange Act in connection with the Merger. Subject to the provisions of CDnowSection 7.5, Holdco, Time Warner and Sony the Proxy Statement shall use its reasonable efforts to respond as promptly as practicable to any comments include the recommendation of the SEC with respect theretoBoard of Directors of the Company in favor of the Merger. Each of CDnow, Holdco, Time Warner the Company and Sony Parent shall use its reasonable efforts to have the Form S-4 F-4 declared effective under the Securities Act as promptly as practicable after such filing. CDnow The Company shall use its reasonable efforts to cause the Proxy Statement to be mailed to CDnowthe Company's shareholders stockholders as promptly as practicable after the Form S-4 F-4 is declared effective under the Securities Act. Holdco Parent shall also take any action (other than qualifying to do business in any jurisdiction in which CDnow or Columbia House are it is not now so qualified) required to be taken under any applicable state securities laws of the United States or United Kingdom or "blue sky" laws in connection with the issuance of Holdco Common Stock in Parent Ordinary Shares pursuant to the Transactions and under CDnow Stock Plans and CDnow WarrantsMerger, and CDnow the Company shall furnish all information concerning CDnow the Company and the holders of CDnow the Company Common Stock and rights to acquire CDnow Company Common Stock pursuant to CDnow the Company Stock Option Plans and CDnow Company Warrants as may be reasonably requested in connection with any such action. The parties shall notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or the Form S-4 or for additional information and shall supply each other with copies of all correspondence between any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement, the Form S-4 or the Transactions. No filing of, or amendment or supplement to, the Form S-4 will be made by Holdco, or the Proxy Statement will be made by CDnow, without providing each of Time Warner and Sony the opportunity to review and comment thereon and receiving the prior approval thereof of each of Time Warner and Sony. (b) If at any time prior to the Effective Time any event with respect to CDnow or any CDnow Subsidiary or with respect to other information supplied by CDnow for inclusion in the Proxy Statement or the Form S-4 The Company shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Form S-4, CDnow shall promptly notify Time Warner and Sony of such event, and CDnow and Holdco shall cooperate with Time Warner and Sony in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and Form S-4 and, as required by Law, in disseminating the information contained in such amendment or supplement to CDnow's shareholders. (c) If at any time prior to the Effective Time any event with respect to any of the Columbia House Entities or any of the Columbia House Subsidiaries, or with respect to any other information supplied by Time Warner or Sony for inclusion in the Proxy Statement or the Form S-4, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Form S-4, Time Warner or Sony, as the case may be, shall promptly notify CDnow of such event, and Time Warner and Sony shall cooperate with CDnow and Holdco in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and the Form S-4 and, as required by Law, in disseminating the information contained in such amendment or supplement to CDnow's shareholders. (d) CDnow shall, as soon as practicable following the date of this Agreement, establish a record date (which shall be as soon as practicable following the date of this Agreement) for, and duly call, give notice of, convene and hold, hold a meeting of its shareholders stockholders (the "CDnow Shareholders Company Stockholders Meeting") for the purpose of obtaining the CDnow Shareholder ApprovalRequired Company Votes, and, A-44 45 the Company's Board of Directors shall, subject to its fiduciary duties to stockholders (as determined in good faith by the Company's Board of Directors based upon the advice of counsel) and the terms of Section 7.5(b) of this Agreement, recommend to its stockholders that they approve the transactions contemplated by this Agreement. CDnow Parent shall use its reasonable efforts to vote or cause the Proxy Statement to be mailed to CDnowvoted all the shares of Company Common Stock, if any, owned of record by Parent or any of its subsidiaries in favor of the transactions contemplated by this Agreement. (c) Parent shall duly call, give notice of, convene and hold the Parent Shareholder Meeting for the purpose of obtaining the Required Parent Votes, and, Parent's shareholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act. CDnow Board of Directors shall, through subject to its fiduciary duties to shareholders (as determined in good faith by Parent's Board of Directors based upon the CDnow Boardadvice of counsel) and Sections 7.5(e) and (f) of this Agreement, recommend to its shareholders that they give approve the CDnow Shareholder Approvaltransactions contemplated by this Agreement. Without limiting The Company shall vote or cause to be voted all Parent Ordinary Shares, if any, owned of record by the generality Company or any of its subsidiaries in favor of the foregoing, CDnow transactions contemplated by this Agreement. Parent agrees that its obligations (i) there shall be presented at the Parent Shareholder Meeting a resolution to authorize the Board of Directors of Parent to allot Parent Ordinary Shares pursuant to this Section 8.01(d80 of the Companies Act, without regard to Section 89 of the Companies Act, pursuant to that certain Deed of even date herewith between Parent, the Company, Therapeutic Antibodies U.K. Limited and Stua▇▇ ▇. ▇▇▇▇▇▇ (▇▇e "Wall▇▇ ▇▇▇d") shall not be affected and (ii) Parent shall, through its Board of Directors, subject to its fiduciary duties to shareholders (as determined by Parent's Board of Directors based upon the commencementadvice of counsel), public proposal, public disclosure or communication recommend to CDnow its shareholders that they vote in favour of any CDnow Takeover Proposalsuch resolution. (ed) CDnow The Company shall use its reasonable efforts to cause to be delivered to Time Warner and Sony a letter Parent "comfort" letters of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ PricewaterhouseCoopers LLP, CDnowthe Company's independent auditorspublic accountants, dated (i) a date within two business days Business Days before the date on which the Form S-4 F-4 shall become effective and (ii) the Closing Date, and addressed to Time Warner and SonyParent, in form and substance reasonably satisfactory to Time Warner and Sony Parent and customary in scope and substance for comfort letters delivered by independent public accountants in connection with registration statements similar to the Form S-4F-4. (fe) Time Warner and Sony Parent shall use their reasonable efforts to cause to be delivered to CDnow a letter the Company "comfort" letters of Ernst & Young LLPMazars Nevi▇▇▇ ▇▇▇▇▇▇▇ ("▇azars"), Columbia HouseParent's independent auditorspublic accountants, dated (i) a date within two business days before the date on which the Form S-4 F-4 shall become effective and (ii) the Closing Date, and addressed to CDnowthe Company, in form and substance reasonably satisfactory to CDnow the Company and customary in scope and substance for comfort letters delivered by independent public accountants in connection with registration statements similar to the Form S-4F-4. (g) Time Warner and Sony shall use their reasonable efforts to cause to be delivered to Holdco as soon as practicable following the date of this Agreement combined financial statements for MCo, VCo, Columbia House, Columbia House Mexico and Columbia House Canada that comply with the requirements of Items 14(e), (f) and (g) of Form S-4 under the Securities Act, to be included in the Proxy Statement and the Form S-4.

Additional Agreements. SECTION 8.01. 5.1 Preparation of the Form S-4 and the Proxy Statement; Shareholders Stockholders Meeting. (a) As soon as practicable Promptly following the date of this Agreement, CDnow, Holdco, Time Warner Target and Sony Purchaser shall jointly prepare and CDnow Target shall file with the SEC the Proxy Statement in preliminary form Statement, and CDnow, Holdco, Time Warner and Sony Purchaser shall jointly prepare and Holdco shall file with the SEC the Form S-4, in which the Proxy Statement will be included as a prospectus, . Each of Target and each of CDnow, Holdco, Time Warner and Sony Purchaser shall use its reasonable efforts to respond as promptly as practicable to any comments of the SEC with respect thereto. Each of CDnow, Holdco, Time Warner and Sony shall use its reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. CDnow shall Target will use its reasonable best efforts to cause the Proxy Statement to be mailed to CDnow's shareholders its stockholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Holdco Purchaser shall also take any action (other than qualifying to do business in any jurisdiction in which CDnow or Columbia House are it is not now so qualified) required to be taken under any applicable state securities laws law in connection with the issuance of Holdco Purchaser Common Stock in connection with the Transactions and under CDnow Stock Plans and CDnow WarrantsMerger, and CDnow Target shall furnish all information concerning CDnow Target and the holders of CDnow Target Common Stock and rights to acquire CDnow Target Common Stock pursuant to CDnow the Target Stock Option Plans as may be reasonably required in connection with any such action. Each of Purchaser and CDnow Warrants Target shall furnish all information concerning itself to the other as may be reasonably requested in connection with any such action. The parties shall notify each other promptly action and the preparation, filing and distribution of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or the Form S-4 or for additional information and shall supply each other with copies of all correspondence between any of its representatives, on the one hand, and the SEC or its staffpreparation, on the other hand, with respect to filing and distribution of the Proxy Statement. Target, Purchaser and Merger Sub each agrees to correct any information provided by it for use in the Form S-4 or the Transactions. No filing of, or amendment or supplement to, the Form S-4 will be made by Holdco, or the Proxy Statement will be made by CDnow, without providing each of Time Warner and Sony the opportunity to review and comment thereon and receiving the prior approval thereof of each of Time Warner and Sonythat shall have become false or misleading. (b) If at any time prior to the Effective Time any event with respect to CDnow or any CDnow Subsidiary or with respect to other information supplied by CDnow for inclusion in the Proxy Statement or the Form S-4 shall occur which is required to be described in an amendment ofTarget, or a supplement toacting through its Board of Directors, the Proxy Statement or the Form S-4, CDnow shall promptly notify Time Warner and Sony of such event, and CDnow and Holdco shall cooperate with Time Warner and Sony in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and Form S-4 and, as required by Law, in disseminating the information contained in such amendment or supplement to CDnow's shareholders. (c) If at any time prior to the Effective Time any event with respect to any of the Columbia House Entities or any of the Columbia House Subsidiaries, or with respect to any other information supplied by Time Warner or Sony for inclusion in the Proxy Statement or the Form S-4, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Form S-4, Time Warner or Sony, as the case may be, shall promptly notify CDnow of such event, and Time Warner and Sony shall cooperate with CDnow and Holdco in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and the Form S-4 and, as required by Law, in disseminating the information contained in such amendment or supplement to CDnow's shareholders. (d) CDnow shall, as soon as practicable following the date subject to and in accordance with its articles of this Agreementincorporation and by-laws, establish a record date (which shall be as soon as practicable following the date of this Agreement) for, promptly and duly call, give notice of, convene and hold, hold as soon as practicable following the date upon which the Form S-4 becomes effective a meeting of its shareholders the holders of Target Common Stock (the "CDnow Shareholders Target Stockholders Meeting") for the purpose of obtaining voting to approve and adopt this Agreement and the CDnow Shareholder Approval. CDnow shall use its reasonable efforts to cause the Proxy Statement to be mailed to CDnow's shareholders transactions contemplated hereby, and (i) except as promptly as practicable after the Form S-4 is declared effective under the Securities Act. CDnow shall, through the CDnow Boardotherwise provided herein, recommend to its shareholders that they give the CDnow Shareholder Approval. Without limiting the generality of the foregoing, CDnow agrees that its obligations pursuant to this Section 8.01(d) shall not be affected by the commencement, public proposal, public disclosure or communication to CDnow of any CDnow Takeover Proposal. (e) CDnow shall use its reasonable efforts to cause to be delivered to Time Warner approval and Sony a letter of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, CDnow's independent auditors, dated a date within two business days before the date on which the Form S-4 shall become effective and addressed to Time Warner and Sony, in form and substance reasonably satisfactory to Time Warner and Sony and customary in scope and substance for comfort letters delivered by independent public accountants in connection with registration statements similar to the Form S-4. (f) Time Warner and Sony shall use their reasonable efforts to cause to be delivered to CDnow a letter of Ernst & Young LLP, Columbia House's independent auditors, dated a date within two business days before the date on which the Form S-4 shall become effective and addressed to CDnow, in form and substance reasonably satisfactory to CDnow and customary in scope and substance for comfort letters delivered by independent public accountants in connection with registration statements similar to the Form S-4. (g) Time Warner and Sony shall use their reasonable efforts to cause to be delivered to Holdco as soon as practicable following the date adoption of this Agreement combined financial statements for MCo, VCo, Columbia House, Columbia House Mexico and Columbia House Canada that comply with the requirements transactions contemplated hereby by the stockholders of Items 14(e), (f) Target and (g) of Form S-4 under the Securities Act, to be included include in the Proxy Statement such recommendation and (ii) use its commercially reasonable efforts to solicit and obtain such approval. The Board of Directors of Target shall not withhold, withdraw, amend or modify in a manner adverse to Purchaser its recommendation referred to in clause (i) of the Form S-4preceding sentence (or announce publicly its intention to do so), except that such Board of Directors shall be permitted to withhold, withdraw, amend or modify its recommendation (or publicly announce its intention to do so) if such Board of Directors determines in good faith, after consultation with its outside legal counsel, that its failure to withhold, withdraw, amend or modify its recommendation is or is reasonably likely to be, inconsistent with its fiduciary duties in accordance with Wisconsin law. Notwithstanding the foregoing, a communication by the Board of Directors of Target to Target's stockholders pursuant to Rule 14d-9(f) under the Exchange Act, or any similar type of communication to Target's stockholders in connection with the making or amendment of a tender offer or exchange offer, shall not be deemed to constitute a breach of Target's obligations under this Section 5.1(b). (c) Target will cause its transfer agent to make stock transfer records relating to Target available to the extent reasonably necessary to effectuate the intent of this Agreement.

Additional Agreements. SECTION 8.015.1. Preparation of the Form PREPARATION OF FORM S-4 and the Proxy StatementAND THE JOINT PROXY STATEMENT; Shareholders MeetingSHAREHOLDER MEETINGS. (a) As soon as practicable Promptly following the date of this Agreement, CDnow, Holdco, Time Warner the Company and Sony Parent shall jointly prepare and CDnow shall file with the SEC the Joint Proxy Statement in preliminary form Statement, and CDnow, Holdco, Time Warner and Sony Parent shall jointly prepare and Holdco shall file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus, . Each of the Company and each of CDnow, Holdco, Time Warner and Sony Parent shall use its reasonable efforts to respond as promptly as practicable to any comments of the SEC with respect thereto. Each of CDnow, Holdco, Time Warner and Sony shall use its reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. CDnow shall Each of the Company and Parent will use its reasonable best efforts to cause the Joint Proxy Statement to be mailed to CDnow's its respective shareholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Holdco Parent shall also take any action (other than qualifying to do business in any jurisdiction in which CDnow or Columbia House are it is not now so qualified) required to be taken under any applicable state securities laws law in connection with the issuance of Holdco Parent Common Stock in the Transactions and under CDnow Stock Plans and CDnow WarrantsMerger, and CDnow the Company shall furnish all information concerning CDnow the Company and the holders of CDnow the Company Common Stock and rights to acquire CDnow Company Common Stock pursuant to CDnow the Stock Plans as may be reasonably required in connection with any such action. Each of Parent and CDnow Warrants the Company shall furnish all information concerning itself to the other as may be reasonably requested in connection with any such actionaction and the preparation, filing and distribution of the Form S-4 and the preparation, filing and distribution of the Joint Proxy Statement, which information shall be true and correct in all material respects without omission of any material fact which is required to make such information not false or misleading. The parties Company, Parent and Sub each agree to correct any information provided by it for use in the Form S-4 or the Joint Proxy Statement which shall notify each other have become false or misleading. No amendment or supplement to the Form S-4 or the Joint Proxy Statement will be made without the approval of both Parent and the Company. Each party will advise the other, promptly after it receives notice thereof, of the receipt time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any comments from stop order, the SEC suspension, if applicable, of the qualification of the Parent Common Stock for sale in any jurisdiction, or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or the Form S-4 or for additional information and shall supply each other with copies amendment of all correspondence between any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement, the Form S-4 or the Transactions. No filing of, or amendment or supplement to, the Form S-4 will be made by Holdco, or the Joint Proxy Statement will be made by CDnow, without providing each of Time Warner and Sony the opportunity to review and comment or comments thereon and receiving responses thereto or requests by the prior approval thereof of each of Time Warner and SonySEC for additional information. (b) If at any time prior The Company, acting through its Board of Directors, shall, in accordance with its Restated Articles of Incorporation and Bylaws and subject to the Effective Time any event with respect to CDnow or any CDnow Subsidiary or with respect to other information supplied by CDnow for inclusion in the Proxy Statement or the Form S-4 shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Form S-4, CDnow shall promptly notify Time Warner and Sony of such event, and CDnow and Holdco shall cooperate with Time Warner and Sony in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and Form S-4 and, as required by Law, in disseminating the information contained in such amendment or supplement to CDnow's shareholders. (c) If at any time prior to the Effective Time any event with respect to any of the Columbia House Entities or any of the Columbia House Subsidiaries, or with respect to any other information supplied by Time Warner or Sony for inclusion in the Proxy Statement or the Form S-4, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Form S-4, Time Warner or Sony, as the case may be, shall promptly notify CDnow of such event, and Time Warner and Sony shall cooperate with CDnow and Holdco in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and the Form S-4 and, as required by Law, in disseminating the information contained in such amendment or supplement to CDnow's shareholders. (d) CDnow shall, as soon as practicable following the date provisions of this AgreementSection 5.1(b), establish a record date (which shall be as soon as practicable following the date of this Agreement) for, promptly and duly call, give notice of, convene and hold, hold as soon as reasonably practicable following the date upon which the Form S-4 becomes effective a meeting of its shareholders (the "CDnow Shareholders Company Stockholders Meeting") of the holders of Company Common Stock for the purpose of obtaining voting to approve and adopt this Agreement and the CDnow Shareholder Approval. CDnow shall use its reasonable efforts to cause transactions contemplated hereby, and (i) recommend approval and adoption of this Agreement and the Merger by the stockholders of the Company and include in the Joint Proxy Statement such recommendation and (ii) take all reasonable and lawful action to solicit and obtain such approval. The Board of Directors of the Company shall not withdraw, amend or modify in a manner adverse to Parent its recommendation referred to in clause (i) of the preceding sentence (or announce publicly its intention to do so), except that such Board of Directors shall be mailed permitted to CDnow's shareholders as promptly as practicable after withdraw, amend or modify its recommendation (or publicly announce its intention to do so) if: (i) the Form S-4 Company has complied with Section 5.4; (ii) a Superior Transaction shall have been proposed by any Person other than Parent and such proposal is declared effective under pending at the Securities Acttime of such withdrawal, amendment or modification; and (iii) the Company shall have notified Parent of such Superior Transaction proposal at least five days in advance of such withdrawal, amendment or modification in accordance with Section 5.4. CDnow shallThe Company agrees that, through the CDnow Board, recommend subject to its shareholders that they give right to terminate this Agreement pursuant to Section 7.1(i), (a) the CDnow Shareholder Approval. Without limiting the generality of the foregoing, CDnow agrees that its Company's obligations pursuant to the first sentence of this Section 8.01(d5.1(b) shall not be affected by the commencement, public proposal, public disclosure or communication to CDnow the Company of any CDnow Takeover Proposal. Transaction proposal and (eb) CDnow the Board of Directors of the Company, upon 10 days' written notice from Parent, shall use reaffirm (i) its reasonable efforts approval of this Agreement, the Merger and the other transactions contemplated hereby and (ii) its recommendation to cause the stockholders of the Company that they approve and adopt this Agreement and the Merger. "Superior Transaction" means any bona fide written proposal that is fully financed, if applicable, with respect to be delivered a Transaction, including pursuant to Time Warner a tender offer, exchange offer, merger, consolidation, business combination or similar transaction, involving more than 70% of the outstanding shares of Company Common Stock or all or substantially all of the Assets of the Company and Sony its Subsidiaries, taken as a letter of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLPwhole, CDnow's independent auditors, dated a date within two business days before the date on which the Form S-4 shall become effective and addressed to Time Warner and SonyBoard of Directors of the Company determines, in form its good faith judgment (based on the advice of a financial advisor of nationally recognized reputation), (x) contains terms which are more favorable and substance reasonably satisfactory to Time Warner and Sony and customary in scope and substance for comfort letters delivered by independent public accountants in connection with registration statements similar provide greater value to the Form S-4. Company's stockholders than this Agreement and the Merger taken as a whole and (fy) Time Warner and Sony shall use their reasonable efforts to cause to be delivered to CDnow a letter is reasonably capable of Ernst & Young LLPbeing completed on substantially the terms proposed. Parent, Columbia House's independent auditorsacting through its Board of Directors, dated a date within two business days before the date on which the Form S-4 shall become effective and addressed to CDnowshall, in form accordance with its Articles of Incorporation and substance reasonably satisfactory to CDnow Bylaws, promptly and customary in scope duly call, give notice of, convene and substance for comfort letters delivered by independent public accountants in connection with registration statements similar to the Form S-4. (g) Time Warner and Sony shall use their reasonable efforts to cause to be delivered to Holdco hold as soon as practicable following the date upon which the Form S-4 becomes effective a meeting of this Agreement combined financial statements the holders of Parent Common Stock for MCothe purpose of voting to approve the Merger, VCo, Columbia House, Columbia House Mexico and Columbia House Canada that comply with the requirements of Items 14(e), (f) and (gi) recommend approval of the Merger by the shareholders of Parent and include in the Joint Proxy Statement such recommendation and (ii) take all reasonable and lawful action to solicit and obtain such approval. The Board of Directors of Parent shall not withdraw, amend or modify in a manner adverse to the Company, its recommendation referred to in clause (i) of Form S-4 under the Securities Act, to be included in the Proxy Statement and the Form S-4preceding sentence.

Additional Agreements. SECTION 8.015.01. Preparation of the Form S-4 and the Joint Proxy Statement; Shareholders MeetingMeetings. (a) As soon as practicable following the date of this Agreement, CDnow, Holdco, Time Warner the Company and Sony Parent shall jointly prepare and CDnow shall file with the SEC the Joint Proxy Statement in preliminary form and CDnow, Holdco, Time Warner and Sony Parent shall jointly prepare and Holdco shall file with the SEC the Form S-4, in which the Joint Proxy Statement will shall be included as a prospectus, and each of CDnow, Holdco, Time Warner and Sony shall use its reasonable efforts to respond as promptly as practicable to any comments of the SEC with respect thereto. Each of CDnow, Holdco, Time Warner the Company and Sony Parent shall use its reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filingfiling and to keep the Form S-4 effective for so long as necessary to complete the Merger. CDnow The Company shall use its reasonable best efforts to cause the Joint Proxy Statement to be mailed to CDnow's shareholders the holders of the Company Common Shares, and Parent shall use reasonable best efforts to cause the Joint Proxy Statement to be mailed to the holders of shares of Parent Common Stock and Parent Series D Preferred Stock, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Holdco Parent shall also take any action (other than qualifying to do business in any jurisdiction in which CDnow or Columbia House are it is not now so qualified) required to be taken under any applicable state securities or "blue sky" laws in connection with the issuance of Holdco shares of Parent Common Stock in and Parent Rights pursuant to the Transactions and under CDnow Stock Plans and CDnow WarrantsMerger, and CDnow the Company shall furnish all information concerning CDnow the Company and the holders of CDnow the Company Common Stock Shares and rights to acquire CDnow Company Common Stock Shares pursuant to CDnow Stock the Company Employee Share Plans and CDnow Warrants as may be reasonably requested in connection with any such action. The parties shall notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or the Form S-4 or for additional information and shall supply each other with copies of all correspondence between any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement, the Form S-4 or the Transactions. No filing of, or amendment or supplement to, or correspondence to the SEC or its staff with respect to, the Form S-4 will be made by HoldcoParent, or the Joint Proxy Statement will be made by CDnowthe Company or Parent, without providing each of Time Warner and Sony the other party a reasonable opportunity to review and comment thereon. Parent will advise the Company, promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment thereto has been filed, the issuance of any stop order, the suspension of the qualification of the shares of Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Form S-4 or the Joint Proxy Statement or comments thereon and receiving responses thereto or requests by the prior approval thereof SEC for additional information and will, as promptly as practicable, provide to the Company copies of each all correspondence and filings with the SEC with respect to the Form S-4 and the Joint Proxy Statement. The Company will inform Parent, promptly after it receives notice thereof, of Time Warner any request by the SEC for the amendment of the Joint Proxy Statement or comments thereon and Sony. (b) responses thereto or requests by the SEC for additional information and will, as promptly as practicable, provide to Parent copies of all correspondence and filings with the SEC with respect to the Joint Proxy Statement. If at any time prior to the Effective Time of the Merger any event with respect information relating to CDnow the Company or Parent, or any CDnow Subsidiary of their respective affiliates, directors or with respect to other information supplied officers, should be discovered by CDnow for inclusion in the Proxy Statement Company or the Form S-4 shall occur Parent which is required to should be described set forth in an amendment of, or a supplement to, the Proxy Statement or the Form S-4, CDnow shall promptly notify Time Warner and Sony of such event, and CDnow and Holdco shall cooperate with Time Warner and Sony in the prompt filing with the SEC of any necessary amendment or supplement to any of the Proxy Statement and Form S-4 andor the Joint Proxy Statement, as required by Lawso that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein (in the case of the Joint Proxy Statement, in disseminating light of the circumstances under which they were made) not misleading, the party which discovers such information contained in such shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to CDnow's shareholdersthe extent required by law, disseminated to the shareholders of the Company and the stockholders of Parent. (cb) If at any time prior to the Effective Time any event with respect to any of the Columbia House Entities or any of the Columbia House Subsidiaries, or with respect to any other information supplied by Time Warner or Sony for inclusion in the Proxy Statement or the Form S-4, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Form S-4, Time Warner or Sony, as the case may be, shall promptly notify CDnow of such event, and Time Warner and Sony shall cooperate with CDnow and Holdco in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and the Form S-4 and, as required by Law, in disseminating the information contained in such amendment or supplement to CDnow's shareholders. (d) CDnow The Company shall, as soon as practicable following the date of this Agreement, establish duly call, give notice of, convene and hold a record date meeting of the holders of the Company Common Shares (which shall be the "Company Shareholders Meeting") for the purpose of obtaining the Company Shareholder Approval. Subject to Section 4.02(b), the Company shall, through its Board of Directors, recommend to its shareholders that they give the Company Shareholder Approval. (c) Parent shall, as soon as practicable following the date of this Agreement) for, and duly call, give notice of, convene and hold, hold a meeting of its shareholders the holders of the shares of Parent Common Stock and Parent Series D Preferred Stock (the "CDnow Shareholders Parent Stockholders Meeting") for the purpose of obtaining the CDnow Shareholder Parent Stockholder Approval. CDnow shall use its reasonable efforts Subject to cause the Proxy Statement to be mailed to CDnow's shareholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act. CDnow Section 4.03(b), Parent shall, through the CDnow Boardits Board of Directors, recommend to its shareholders stockholders that they give the CDnow Shareholder Parent Stockholder Approval. Without limiting the generality of the foregoing, CDnow agrees that its obligations pursuant to this Section 8.01(d) shall not be affected by the commencement, public proposal, public disclosure or communication to CDnow of any CDnow Takeover Proposal. (e) CDnow shall use its reasonable efforts to cause to be delivered to Time Warner and Sony a letter of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, CDnow's independent auditors, dated a date within two business days before the date on which the Form S-4 shall become effective and addressed to Time Warner and Sony, in form and substance reasonably satisfactory to Time Warner and Sony and customary in scope and substance for comfort letters delivered by independent public accountants in connection with registration statements similar to the Form S-4. (f) Time Warner and Sony shall use their reasonable efforts to cause to be delivered to CDnow a letter of Ernst & Young LLP, Columbia House's independent auditors, dated a date within two business days before the date on which the Form S-4 shall become effective and addressed to CDnow, in form and substance reasonably satisfactory to CDnow and customary in scope and substance for comfort letters delivered by independent public accountants in connection with registration statements similar to the Form S-4. (g) Time Warner and Sony shall use their reasonable efforts to cause to be delivered to Holdco as soon as practicable following the date of this Agreement combined financial statements for MCo, VCo, Columbia House, Columbia House Mexico and Columbia House Canada that comply with the requirements of Items 14(e), (f) and (g) of Form S-4 under the Securities Act, to be included in the Proxy Statement and the Form S-4.

Additional Agreements. SECTION 8.016.1. Preparation of the Form S-4 and the Proxy StatementPREPARATION OF PROXY STATEMENT; Shareholders MeetingSTOCKHOLDER MEETING; COMFORT LETTERS. (a) As soon as practicable Promptly following the date of this Agreement, CDnow, Holdco, Time Warner and Sony the Company shall jointly prepare and CDnow shall file with the SEC the Proxy Statement (the "Proxy Statement") required to be distributed to holders of Company Common Stock in preliminary form and CDnow, Holdco, Time Warner and Sony shall jointly prepare and Holdco shall file connection with the SEC Merger and include therein the Form S-4recommendation of the Board that the stockholders of the Company vote in favor of the approval and adoption of this Agreement and include therein the written opinion of ▇▇▇-▇▇▇▇, ▇▇▇▇▇▇ Inc. (the "Financial Adviser") that the cash consideration to be received by the stockholders of the Company pursuant to the Merger is fair, from a financial point of view, to such stockholders; provided, however, that the Board of Directors of the Company may fail to make or may withdraw or modify such recommendation, if, in which accordance with Section 5.4, the Proxy Statement will be included as Board of Directors of the Company recommends a prospectus, and each of CDnow, Holdco, Time Warner and Sony Superior Proposal. The Company shall use its reasonable best efforts to obtain and furnish the information required to be included by it in the Proxy Statement and, after consultation with Emerald, respond as promptly as practicable to any comments made by the Securities and Exchange Commission (the "SEC") with respect to the Proxy Statement and any preliminary version thereof. Emerald will cooperate with the Company in connection with the preparation of the SEC with respect theretoProxy Statement including, but not limited to, furnishing to the Company any and all information regarding Emerald as may be required to be disclosed therein. Each of CDnow, Holdco, Time Warner and Sony shall The Company will use its reasonable efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. CDnow shall use its reasonable best efforts to cause the Proxy Statement to be mailed to CDnowthe Company's shareholders stockholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Holdco shall take any action (other than qualifying to do business in any jurisdiction in which CDnow or Columbia House are not now so qualified) required to be taken under any applicable state securities laws in connection with the issuance of Holdco Common Stock in the Transactions and under CDnow Stock Plans and CDnow Warrants, and CDnow shall furnish all information concerning CDnow and the holders of CDnow Common Stock and rights to acquire CDnow Common Stock pursuant to CDnow Stock Plans and CDnow Warrants as may be reasonably requested in connection with any such action. The parties shall notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or the Form S-4 or for additional information and shall supply each other with copies of all correspondence between any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement, the Form S-4 or the Transactions. No filing of, or amendment or supplement to, the Form S-4 will be made by Holdco, or the Proxy Statement will be made by CDnow, without providing each of Time Warner and Sony the opportunity to review and comment thereon and receiving the prior approval thereof of each of Time Warner and Sonypracticable. (b) If at any time prior to the Effective Time any event with respect to CDnow or any CDnow Subsidiary or with respect to other information supplied by CDnow for inclusion in the Proxy Statement or the Form S-4 shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Form S-4, CDnow shall promptly notify Time Warner and Sony of such event, and CDnow and Holdco shall cooperate with Time Warner and Sony in the prompt filing All filings with the SEC of any necessary amendment or supplement and all mailings to the Company's stockholders in connection with the Merger, including the Proxy Statement Statement, shall be subject to the prior review, comment and Form S-4 and, as required by Law, in disseminating the information contained in approval of Emerald (such amendment approval not to be unreasonably withheld or supplement to CDnow's shareholdersdelayed). (c) If at any time prior to the Effective Time any event with respect to any of the Columbia House Entities or any of the Columbia House Subsidiaries, or with respect to any other information supplied by Time Warner or Sony for inclusion in the Proxy Statement or the Form S-4, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Form S-4, Time Warner or SonyThe Company will, as the case may be, shall promptly notify CDnow of such event, and Time Warner and Sony shall cooperate with CDnow and Holdco in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and the Form S-4 and, as required by Law, in disseminating the information contained in such amendment or supplement to CDnow's shareholders. (d) CDnow shall, as soon as practicable following the date of this AgreementAgreement and in consultation with Emerald, establish a record date (which shall be as soon as practicable following the date of this Agreement) for, duly call and duly call, give notice of, and, provided that this Agreement has not been terminated, convene and hold, a meeting of its shareholders (the "CDnow Shareholders Meeting") Company Stockholders' Meeting for the purpose of obtaining approving this Agreement and the CDnow Shareholder Approvaltransactions contemplated by this Agreement to the extent required by the DGCL (the "Company Stockholders' Meeting"). CDnow shall The Company will use its reasonable best efforts to cause the Proxy Statement to be mailed to CDnow's shareholders hold such meeting as promptly soon as practicable after the Form S-4 is declared effective under the Securities Act. CDnow shall, through the CDnow Board, recommend to its shareholders that they give the CDnow Shareholder Approval. Without limiting the generality of the foregoing, CDnow agrees that its obligations pursuant to this Section 8.01(d) shall not be affected by the commencement, public proposal, public disclosure or communication to CDnow of any CDnow Takeover Proposaldate hereof. (ed) CDnow Upon the request of Emerald, the Company shall use its reasonable best efforts to cause to be delivered to Time Warner the Company and Sony Emerald a letter of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Ernst & Young LLP, CDnowthe Company's independent auditorspublic accountants, dated a date within two (2) business days before the date on which of mailing the Form S-4 shall become effective Proxy Statement to the stockholders of the Company and a letter of Ernst & Young LLP dated a date within two (2) business days before the Company Stockholders' Meeting, addressed to Time Warner and Sonythe Company, in form and substance reasonably satisfactory to Time Warner and Sony and each case customary in scope and substance for comfort letters delivered by independent public accountants in connection with registration proxy statements similar to the Form S-4. (f) Time Warner and Sony Proxy Statement; PROVIDED, HOWEVER, that such letters shall use their reasonable efforts to cause to only be delivered to CDnow a letter of Ernst & Young LLP, Columbia House's independent auditors, dated a date within two business days before the date on which the Form S-4 shall become effective extent permitted under accounting principles and addressed to CDnow, in form and substance reasonably satisfactory to CDnow and customary in scope and substance for comfort letters delivered by independent public accountants in connection with registration statements similar pronouncements applicable to the Form S-4U.S. accounting profession. (g) Time Warner and Sony shall use their reasonable efforts to cause to be delivered to Holdco as soon as practicable following the date of this Agreement combined financial statements for MCo, VCo, Columbia House, Columbia House Mexico and Columbia House Canada that comply with the requirements of Items 14(e), (f) and (g) of Form S-4 under the Securities Act, to be included in the Proxy Statement and the Form S-4.

Additional Agreements. SECTION 8.016.1. Preparation of the Form PREPARATION OF FORM S-4 and the Proxy StatementAND THE PROXY STATEMENT; Shareholders MeetingSTOCKHOLDER MEETING. (a) As soon promptly as practicable following after the date execution of this Agreement, CDnowthe Company and Acquiror shall cooperate, Holdco, Time Warner and Sony shall jointly prepare and CDnow shall file with the SEC SEC, the Joint Proxy Statement/Prospectus and the Registration Statement in preliminary form and CDnow, Holdco, Time Warner and Sony shall jointly prepare and Holdco shall file with the SEC the Form S-4, in which the Joint Proxy Statement Statement/Prospectus will be included as a prospectus, provided that Acquiror may delay the filing of the Registration Statement until approval of the Joint Proxy Statement/Prospectus by the SEC. The Company and each Acquiror will cause the Joint Proxy Statement/Prospectus and the Registration Statement to comply as to form in all material respects with the applicable provisions of CDnowthe Securities Act, Holdco, Time Warner the Exchange Act and Sony the rules and regulations thereunder. Each of Acquiror and the Company shall use its reasonable best efforts to respond have or cause the Joint Proxy Statement/Prospectus to be cleared by the SEC and to cause the Registration Statement to become effective as promptly as practicable to any comments practicable. Without limiting the generality of the SEC foregoing, each of the Company and Acquiror shall, and shall cause its respective Representatives to, fully cooperate with the other party and its respective Representatives in the preparation of the Joint Proxy Statement/Prospectus and the Registration Statement, and shall, upon request, furnish the other party with all information concerning it and its affiliates, directors, officers and stockholders as the other may reasonably request in connection with the preparation of the Joint Proxy Statement/Prospectus and the Registration Statement. The Joint Proxy Statement/Prospectus with respect theretoto the Merger shall include the determination and recommendation of the Company Board (subject to Section 6.3(d)) and the Acquiror Board that their respective stockholders vote in favor of the approval and adoption of this Agreement and the Merger. Each of CDnow, Holdco, Time Warner The Company and Sony Acquiror shall use its reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. CDnow shall use its reasonable efforts to cause the Proxy Statement to be mailed to CDnow's shareholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Holdco shall take any action (other than qualifying to do business in any jurisdiction in which CDnow or Columbia House are not now so qualified) all actions required to be taken under any applicable foreign, federal or state securities laws or Blue Sky Laws in connection with the issuance of Holdco Common Stock in the Transactions and under CDnow Stock Plans and CDnow Warrants, and CDnow shall furnish all information concerning CDnow and the holders shares of CDnow Common Stock and rights to acquire CDnow Acquiror Common Stock pursuant to CDnow Stock Plans and CDnow Warrants the Merger. As promptly as may be reasonably requested in connection with any such action. The parties shall notify each other promptly of practicable after the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Registration Statement or the Form S-4 or for additional information and shall supply each other with copies of all correspondence between any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Merger shall have become effective, the Company and Acquiror shall cause the Joint Proxy Statement, /Prospectus with respect to the Form S-4 or the Transactions. No filing of, or amendment or supplement to, the Form S-4 will Merger to be made by Holdco, or the Proxy Statement will be made by CDnow, without providing each of Time Warner and Sony the opportunity mailed to review and comment thereon and receiving the prior approval thereof of each of Time Warner and Sonytheir respective stockholders. (b) If at any time prior to Without limiting the Effective Time generality of the foregoing, (i) the Company and Acquiror shall notify each other as promptly as practicable upon becoming aware of any event with respect to CDnow or any CDnow Subsidiary or with respect to other information supplied by CDnow for inclusion in the Proxy Statement or the Form S-4 shall occur circumstance which is required to should be described in an amendment of, or a supplement to, the Joint Proxy Statement Statement/Prospectus or the Form S-4Registration Statement, CDnow and (ii) the Company and Acquiror shall each notify the other as promptly as practicable after the receipt by it of any written or oral comments of the SEC on, or of any written or oral request by the SEC for amendments or supplements to, the Joint Proxy Statement/Prospectus or the Registration Statement, and shall promptly notify Time Warner supply the other with copies of all correspondence between it or any of its representatives and Sony of such event, and CDnow and Holdco shall cooperate with Time Warner and Sony in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and Form S-4 and, as required by Law, in disseminating the information contained in such amendment or supplement to CDnow's shareholders. (c) If at any time prior to the Effective Time any event with respect to any of the Columbia House Entities or any of the Columbia House Subsidiaries, or with respect to any other information supplied by Time Warner or Sony for inclusion in the Proxy Statement or the Form S-4, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Form S-4, Time Warner or Sony, as the case may be, shall promptly notify CDnow of such event, and Time Warner and Sony shall cooperate with CDnow and Holdco in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and the Form S-4 and, as required by Law, in disseminating the information contained in such amendment or supplement to CDnow's shareholdersforegoing filings. (dc) CDnow shall, as soon as practicable following the date of this Agreement, establish a record date (which The Company shall be as soon as practicable following the date of this Agreement) for, and duly call, give notice of, take all action necessary to convene and hold, hold a meeting of its shareholders (the "CDnow Shareholders Meeting") stockholders as promptly as practical for the purpose of obtaining the CDnow Shareholder Company Stockholder Approval. CDnow shall use its reasonable efforts Subject to cause Section 6.3, the Proxy Statement to be mailed to CDnow's shareholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act. CDnow Company shall, through the CDnow Company Board, recommend to its shareholders that they give stockholders the CDnow Shareholder adoption of this Agreement and the transactions contemplated hereby and shall use its best efforts to solicit from its stockholders proxies in favor of adoption of this Agreement and to take all other lawful action necessary to secure the Company Stockholder Approval. Without limiting the generality of the foregoing, CDnow the Company agrees that its obligations pursuant to this Section 8.01(d6.1(c) shall not be affected by the commencement, public proposal, public disclosure proposal or communication to CDnow the Company of any CDnow Takeover Acquisition Proposal, subject to Section 6.3 below. (d) Acquiror shall take all action necessary in accordance with applicable law and its certificate of incorporation and bylaws to convene and hold a meeting of its stockholders as promptly as practical for the purpose of obtaining the Acquiror Stockholder Approval. Acquiror shall, through the Acquiror Board, recommend to its stockholders the adoption of this Agreement and the transactions contemplated hereby and shall use its best efforts to solicit from its stockholders proxies in favor of adoption of this Agreement and to take all other lawful action necessary to secure the Acquiror Stockholder Approval. Neither the Acquiror Board nor any committee thereof shall withdraw or modify, or propose publicly to withdraw or modify, in a manner adverse to the Company, the approval or recommendation by the Acquiror Board of this Agreement or the transactions contemplated hereby. (e) CDnow The Company and Acquiror shall use its reasonable efforts to cause to be delivered to Time Warner coordinate and Sony a letter of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, CDnow's independent auditors, dated a date within two business days before the date on which the Form S-4 shall become effective and addressed to Time Warner and Sony, in form and substance reasonably satisfactory to Time Warner and Sony and customary in scope and substance for comfort letters delivered by independent public accountants in connection cooperate with registration statements similar each other with respect to the Form S-4. (f) Time Warner timing of the Company Stockholder Meeting and Sony the Acquiror Stockholder Meeting and shall use their reasonable best efforts to cause to be delivered to CDnow a letter of Ernst & Young LLP, Columbia House's independent auditors, dated a date within two business days before hold such meeting on the date on which the Form S-4 shall become effective same day and addressed to CDnow, in form and substance reasonably satisfactory to CDnow and customary in scope and substance for comfort letters delivered by independent public accountants in connection with registration statements similar to the Form S-4. (g) Time Warner and Sony shall use their reasonable efforts to cause to be delivered to Holdco as soon as practicable following after the date of this Agreement combined financial statements for MCo, VCo, Columbia House, Columbia House Mexico and Columbia House Canada that comply with the requirements of Items 14(e), (f) and (g) of Form S-4 under the Securities Act, to be included in the Proxy Statement and the Form S-4hereof.

Additional Agreements. SECTION 8.01. Preparation of the Form Section 6.1 PREPARATION OF FORM S-4 and the Proxy StatementAND PROXY STATEMENT; Shareholders MeetingPREVIEW STOCKHOLDERS MEETING. (a) As soon as practicable following the date of this AgreementThe parties shall cooperate and promptly prepare, CDnow, Holdco, Time Warner and Sony shall jointly prepare and CDnow Sabre shall file with the SEC as soon as practicable, a Registration Statement on Form S-4 with respect to the Proxy issuance of ▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Common Stock in the Merger (the "FORM S-4"), a portion of which Registration Statement shall also serve as the proxy statement/prospectus with respect to the meeting of Preview's stockholders in preliminary form and CDnow, Holdco, Time Warner and Sony shall jointly prepare and Holdco shall file connection with the SEC Merger (the Form S-4, in which the Proxy Statement will be included as a prospectus, and each of CDnow, Holdco, Time Warner and Sony "PROXY STATEMENT/PROSPECTUS"). Sabre shall use its reasonable best efforts to respond as promptly as practicable to any comments of the SEC to, and Preview will cooperate with respect thereto. Each of CDnowSabre to, Holdco, Time Warner and Sony shall use its reasonable efforts to have the Form S-4 declared effective under by the Securities Act SEC as promptly as practicable after such filingand to keep the Form S-4 effective as long as is necessary to consummate the Merger. CDnow Sabre shall use its reasonable best efforts to cause obtain, prior to the Proxy Statement to be mailed to CDnow's shareholders as promptly as practicable after effective date of the Form S-4 is declared effective S-4, all necessary permits or approvals required under Blue Sky Laws to carry out the Securities Act. Holdco shall take any action (other than qualifying to do business in any jurisdiction in which CDnow or Columbia House are not now so qualified) required to be taken under any applicable state securities laws in connection with the issuance of Holdco Common Stock in the Transactions and under CDnow Stock Plans and CDnow Warrants, and CDnow shall furnish all information concerning CDnow and the holders of CDnow Common Stock and rights to acquire CDnow Common Stock pursuant to CDnow Stock Plans and CDnow Warrants as may be reasonably requested in connection with any such action. The parties shall notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or the Form S-4 or for additional information and shall supply each other with copies of all correspondence between any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement, the Form S-4 or the Transactions. No filing of, or amendment or supplement to, the Form S-4 will be made by Holdco, or the Proxy Statement will be made by CDnow, without providing each of Time Warner and Sony the opportunity to review and comment thereon and receiving the prior approval thereof of each of Time Warner and SonyMerger. (b) If at any time prior to the Effective Time any event with respect to CDnow or any CDnow Subsidiary or with respect to other information supplied by CDnow for inclusion in the Proxy Statement or the Form S-4 shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Form S-4, CDnow shall promptly notify Time Warner and Sony of such event, and CDnow and Holdco shall cooperate with Time Warner and Sony in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and Form S-4 and, as required by Law, in disseminating the information contained in such amendment or supplement to CDnow's shareholders. (c) If at any time prior to the Effective Time any event with respect to any of the Columbia House Entities or any of the Columbia House Subsidiaries, or with respect to any other information supplied by Time Warner or Sony for inclusion in the Proxy Statement or the Form S-4, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Form S-4, Time Warner or Sony, as the case may be, shall promptly notify CDnow of such event, and Time Warner and Sony shall cooperate with CDnow and Holdco in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and the Form S-4 and, as required by Law, in disseminating the information contained in such amendment or supplement to CDnow's shareholders. (d) CDnow Preview shall, as soon promptly as practicable following the date execution of this Agreement, establish a record date (which shall be as soon as practicable following the date of this Agreement) for, and duly call, give notice of, convene and hold, hold a meeting of its shareholders stockholders (the "CDnow Shareholders MeetingPREVIEW STOCKHOLDERS MEETING") for the purpose of obtaining the CDnow Shareholder ApprovalRequired Preview Vote with respect to the transactions contemplated by this Agreement. CDnow shall In connection with the Preview Stockholders Meeting, Preview will mail to its stockholders as promptly as practicable, the Proxy Statement/Prospectus and all other proxy materials for the Preview Stockholders Meeting, (i) will use its reasonable efforts best efforts, subject to cause paragraph (c) of this Section 6.1, to obtain the Proxy Statement Required Preview Vote and (ii) will otherwise comply with all legal requirements applicable to the Preview Stockholders Meeting. (c) Except as provided in the next sentence, the Board of Directors of Preview shall recommend approval and adoption of this Agreement and the Merger by Preview's stockholders. The Board of Directors of Preview shall be mailed permitted (i) not to CDnow's shareholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act. CDnow shall, through the CDnow Board, recommend to its shareholders Preview's stockholders that they give the CDnow Shareholder Approval. Without limiting Required Preview Vote or (ii) to withdraw or modify in a manner adverse to Sabre its recommendation to Preview's stockholders that they give the generality Required Preview Vote, only (w) if after receiving an Acquisition Proposal that constitutes a Superior Proposal, the Board of Directors of Preview determines in its good faith judgment, after receiving the foregoingadvice of outside legal counsel, CDnow agrees that, in light of this Superior Proposal, the Board of Directors would be in violation of its fiduciary duties under applicable law if it failed not to take such action, (x) if three Business Days have elapsed following delivery by Preview to Sabre of written notice advising Sabre that the Board of Directors of Preview intends to resolve to take such action absent modification to the terms and conditions of this Agreement, (y) if, assuming this Agreement were amended to reflect all adjustments to the terms and conditions hereof proposed by Sabre during such three Business Day period, such Acquisition Proposal would nonetheless constitute a Superior Proposal (it being understood that Sabre shall be permitted to propose adjustments to the terms and conditions hereof, notwithstanding anything contained in the Confidentiality Agreement); and (z) if Preview has complied, in all material respects, with its obligations pursuant set forth in Section 6.4; provided, however, that nothing in this paragraph (c) shall be interpreted to excuse Preview from complying with its obligations under paragraphs (a) and (b) of this Section 8.01(d) shall not be affected by the commencement, public proposal, public disclosure or communication to CDnow of any CDnow Takeover Proposal6.1. (ed) CDnow Sabre shall, and shall use cause its reasonable efforts to cause to be delivered to Time Warner respective Subsidiaries to, approve and Sony a letter of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, CDnow's independent auditors, dated a date within two business days before the date on which the Form S-4 shall become effective and addressed to Time Warner and Sony, in form and substance reasonably satisfactory to Time Warner and Sony and customary in scope and substance for comfort letters delivered by independent public accountants in connection with registration statements similar to the Form S-4. (f) Time Warner and Sony shall use their reasonable efforts to cause to be delivered to CDnow a letter of Ernst & Young LLP, Columbia House's independent auditors, dated a date within two business days before the date on which the Form S-4 shall become effective and addressed to CDnow, in form and substance reasonably satisfactory to CDnow and customary in scope and substance for comfort letters delivered by independent public accountants in connection with registration statements similar to the Form S-4. (g) Time Warner and Sony shall use their reasonable efforts to cause to be delivered to Holdco as soon as practicable following the date of adopt this Agreement combined financial statements for MCo, VCo, Columbia House, Columbia House Mexico and Columbia House Canada that comply with the requirements of Items 14(e), (f) and (g) of Form S-4 under the Securities Act, to be included in the Proxy Statement and the Form S-4Merger.