Pursuant to the Plan Clause Samples

Pursuant to the Plan i. Peaches has executed and delivered to Universal an Allowed Claim Note, in an amount equal to Universal's Allowed Claim, less the Initial Payment made to Universal on account of its Allowed Claim. ii. Peaches has granted to Universal, to secure the Obligation's owing to Universal under Universal's Allowed Claim Note and any obligation arising under the extension of Post-confirmation Credit by Universal, a security interest solely in inventory that was originally distributed by Universal and is held and owned by Peaches, and all proceeds thereof. (The inventory sold by Universal to Peaches shall hereinafter be referred to as "Universal's Inventory.") iii. Peaches has executed and delivered to URT a promissory note (the "URT Note") evidencing the Effective Date Deficiency Advance made by URT to Peaches. iv. URT has guaranteed Peaches' payment Obligations to Universal under the Allowed Claim Notes, but not any of the obligations arising from the extension of Post-confirmation Credit (the "URT Guarantee"), and Peaches has agreed to reimburse URT for any payments that URT is required to make to the Universal pursuant to the URT Guarantee (the "Peaches-URT Reimbursement Agreement"). v. Peaches has granted to URT, to secure the URT Note and Peaches' obligations to URT under the Peaches-URT Reimbursement Agreement, inter alia, a security interest in Universal's Inventory and all other inventory of Peaches (such other inventory being, "Peaches' Other Inventory"). vi. Peaches and URT have entered into a Subordination Agreement dated January 27, 1997 with BMG Distribution, Sony Music Entertainment, Inc., Polygram Group Distribution, Warner/Elektra/Atlantic Corp., and EMI Music Distribution (collectively, the "Majors") and Alliance Entertainment Corp. ("Alliance").

Pursuant to the Plan. (a) All purchases of the Securities under this Plan shall be made by UBS Securities as broker and agent for, and on behalf of, but otherwise acting independently of, the Shareholders. Nothing in this Plan shall preclude the purchase by UBS Securities of Common Stock for its own account, or the solicitation or execution of purchase or sale orders of Common Stock for the account of other UBS Securities clients. (b) UBS Securities shall conduct its purchase of Securities pursuant to this Plan on behalf of the Shareholders until this Agreement is terminated in accordance with the provisions of the following sentence. This Agreement shall terminate on the earlier of (i) the close of business on ▇▇▇▇▇ ▇▇, ▇▇▇▇ (▇▇) the date on which UBS Securities purchases the maximum number of Securities allowable under the Trading Instructions (as defined below), (iii) the date on which UBS Securities notifies the Shareholders in writing that it wishes to terminate its appointment under this Plan, and (iv) the date on which the Shareholders notifies UBS Securities in writing that it wishes to terminate purchases under this Plan. Any termination under (iii) or (iv) shall be made in good faith, shall not be made as part of a scheme to evade the prohibitions of Rule 10b5-1 of the Exchange Act, and shall be effective on the first business day after the day on which the written notice is given, provided that such termination shall be effective when the notice is given if required by law. Such written notice may be made by electronic mail or facsimile, as provided in Paragraph 2(k). Notwithstanding any termination of this Agreement, the Shareholders shall be solely responsible for any purchases made by UBS Securities on the Shareholders’ behalf prior to UBS Securities’ receipt of such written notice of termination. If this Agreement is terminated under (iii) or (iv) and a new purchase trading plan agreement with respect to purchases of Common Stock is entered into with UBS Securities or any other person, the Shareholders hereby agrees that the new purchase trading plan agreement will not take effect until thirty (30) days after such termination. (d) The Shareholders will not give any instructions with respect to the execution of this Plan to UBS Securities and UBS Securities will not take any instructions from the Shareholders, other than as described in Paragraph 2(f) below. The Shareholders will not communicate any non-public information to UBS Securities during the term of this ...

Pursuant to the Plan the Company hereby grants to the Employee, and the Employee hereby accept from the Company, Stock Award, each of which is a bookkeeping entry representing the equivalent in value of one (1) share, on the terms and conditions set forth herein and in the Plan.

Pursuant to the Plan the Grantor hereby grants to the Optionee, subject to subpart (b) of Paragraph 3 hereof, an Incentive Stock Option, as such term is defined in Section 422(b) of the Internal Revenue Code of 1986, as amended (the "Code"), to purchase, at any time prior to 5:00 p.m. Eden Prairie, Minnesota time on (Date), up to <> fully paid and non-assessable shares of the Common Stock of the Grantor, par value $.01 per share, subject to the terms and conditions of this Agreement, including the conditions for vesting set forth in Section 3(c).