Netradio Corp – Final Wednesday October 17, 4:30 p.m. CST Contacts at NetRadio Corporation Press Release Mike Wise, 952/259-6700 Cary Deacon, 952/259-6700 SOURCE: NetRadio Corporation (October 18th, 2001)MINNEAPOLIS, MINN — October 17, 2001 — NetRadio Corporation (Nasdaq:NETRC) announced today the previously announced strategic investment transaction with The Advisory Board, Inc., a New York-based media company has been terminated because The Advisory Board, Inc. was unable to obtain financing for the transaction. On a parallel path, the Company had been pursuing alternative transactions to support continuing operations, but was unable to finalize a transaction that could be funded in the near term. In light of these developments, the Company has determined to immediately discontinue operations and terminate most of its employees.
Netradio Corp – SECURITIES PURCHASE AGREEMENT (August 31st, 2001)1 EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT BY AND AMONG THE ADVISORY BOARD, INC. AND NETRADIO CORPORATION, VALUEVISION INTERNATIONAL, INC. AND NAVARRE CORPORATION AUGUST 30, 2001 2 TABLE OF CONTENTS ARTICLE I SALE AND PURCHASE.....................................................................................1 1.1. Sale of Shares......................................................................................1 1.2. Sale of Navarre Note...........................
Netradio Corp – FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (August 13th, 2001)1 EXHIBIT 10.1 FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT This Amendment (this "Amendment") is made effective as of the 14th day of June, 2001, by and between NetRadio Corporation, a Minnesota corporation (the "Company") and Michael Wise (the "Executive"). WHEREAS, the Company and the Executive have previously entered into that certain Executive Employment Agreement, effective as of August 23, 2000 (the "Employment Agreement"). WHEREAS, the parties desire to amend certain of the Executive's terms of employment with the Company set forth in the Employment Agreement as provided herein. NOW THEREFORE, in consideration of the foregoing premises, mutual covenants and obligations contained in this Amendment and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1.
Netradio Corp – SECOND AMENDMENT TO (May 14th, 2001)1 EXHIBIT 10.2 SECOND AMENDMENT TO TERM NOTE This SECOND AMENDMENT TO TERM NOTE (this "Amendment"), dated March 30, 2001, is made and entered into by and between NetRadio Corporation, a Minnesota corporation (the "Borrower") and Navarre Corporation, a Minnesota corporation (the "Lender"). WHEREAS, on October 14, 1999, the Borrower issued a Term Note to Lender in the principal sum of Nine Million Five Hundred Ninety-Six Thousand Eight Hundred Twenty-Seven and 00/100 Dollars ($9,596,827.00) (the "Initial Term Note"). WHEREAS, on March 26, 2001, the Borrower and Lender amended the Term Note by entering into a First Amendment to Term Note (the Initial Term Note, as amended by the First Amendment to Term Note, being hereinafter referred to as the Term Note). WHEREAS, the parties hereto desire to amend the Term Note in order to exte
Netradio Corp – FIRST AMENDMENT TO (May 14th, 2001)1 EXHIBIT 10.1 FIRST AMENDMENT TO TERM NOTE This FIRST AMENDMENT TO TERM NOTE (this "Amendment"), dated March 26, 2001, is made and entered into by and between NetRadio Corporation, a Minnesota corporation (the "Borrower") and Navarre Corporation, a Minnesota corporation (the "Lender"). WHEREAS, on October 14, 1999, the Borrower issued a Term Note to Lender in the principal sum of Nine Million Five Hundred Ninety-Six Thousand Eight Hundred Twenty-Seven and 00/100 Dollars ($9,596,827.00) (the "Term Note"). WHEREAS, Lender has agreed to forgive the repayment of Five Million Five Hundred Thousand and 00/100 Dollars ($5,500,000) of the principal amount of the Term Note in exchange for the Borrower's prepayment of One Million Dollars ($1,000,000) of the principal amount of the Term Note concurrently herewith. WHE
Netradio Corp – FIRST AMENDMENT TO (March 27th, 2001)1 EXHIBIT 10.1 FIRST AMENDMENT TO TERM NOTE This FIRST AMENDMENT TO TERM NOTE (this "Amendment"), dated March 26, 2001, is made and entered into by and between NetRadio Corporation, a Minnesota corporation (the "Borrower") and Navarre Corporation, a Minnesota corporation (the "Lender"). WHEREAS, on October 14, 1999, the Borrower issued a Term Note to Lender in the principal sum of Nine Million Five Hundred Ninety-Six Thousand Eight Hundred Twenty-Seven and 00/100 Dollars ($9,596,827.00) (the "Term Note"). WHEREAS, Lender has agreed to forgive the repayment of Five Million Five Hundred Thousand and 00/100 Dollars ($5,500,000) of the principal amount of the Term Note in exchange for the Borrower's prepayment of One Million Dollars ($1,000,000) of the principal amount of the Term Note concurrently herewith.
Netradio Corp – EXECUTIVE EMPLOYMENT AGREEMENT (November 13th, 2000)This Executive Employment Agreement (“Agreement”) made effective as of the 23rd day of August, 2000, by and between NetRadio Corporation, a Minnesota corporation (“Company”) and Michael Wise (“Executive”).
Netradio Corp – EXECUTIVE EMPLOYMENT AGREEMENT (November 13th, 2000)This Executive Employment Agreement (“Agreement”) made effective as of the 17th day of July, 2000, by and between NetRadio Corporation, a Minnesota corporation (“Company”) and Stephen Holderman (“Executive”).
Netradio Corp – EXECUTIVE EMPLOYMENT AGREEMENT (November 13th, 2000)This Executive Employment Agreement (“Agreement”) made effective as of the 23rd day of August, 2000, by and between NetRadio Corporation, a Minnesota corporation (“Company”) and Richard Hailey (“Executive”).
Netradio Corp – AMENDED AND RESTATED 1998 STOCK OPTION AND INCENTIVE PLAN (August 11th, 2000)1 NET RADIO CORPORATION AMENDED AND RESTATED 1998 STOCK OPTION AND INCENTIVE PLAN ARTICLE 1 ESTABLISHMENT AND PURPOSE Net Radio Corporation (the "Company") hereby establishes the Net Radio Corporation 1998 Stock Option and Incentive Plan (the "Plan"). The purpose of the Plan is to enable the Company and its Affiliates to retain and attract employees, directors and consultants who contribute to the Company's success by their ability, ingenuity and industry, and to enable such individuals to participate in the long-term success and growth of the Company by giving them a proprietary interest in the Company. ARTICLE 2 DEFINITIONS For the purposes of the Plan, the following terms shall be defined as set forth below: 2.1 "Affiliate" means any Parent or Subsidiary.
Netradio Corp – LEASE AGREEMENT (March 30th, 2000)1 10.26 LEASE AGREEMENT THIS LEASE (the "Lease") is executed this 13 day of March 2000, by and between DUKE-WEEKS REALTY LIMITED PARTNERSHIP, an Indiana limited partnership ("Landlord"), and NET RADIO CORPORATION, a Minnesota corporation ("Tenant"). WITNESSETH: ARTICLE 1 -- LEASE OF PREMISES Section 1.01. Basic Lease Provisions and Definitions. A. Leased Premises (shown outlined on Exhibit A attached hereto): Valley Gate North, 10025 Valley View Road, Suite 106, Eden Prairie, Minnesota 55344; (the "Building); B. Rentable Area: approximately 13,720 square feet; The above square footage shall be deemed correct for all purposes. C. Tenant's Proportionate Share: 25.97%; D. Minimum Annual Rent: Years 1 - 2 $144,060.00 per year Years 3 - 5 $150,920.04 per
Netradio Corp – WINDOWS MEDIA TECHNOLOGIES PROMOTION AND SUPPORT AGREEMENT (March 30th, 2000)1 ICP AND MICROSOFT WINDOWS MEDIA TECHNOLOGIES PROMOTION AND SUPPORT AGREEMENT This Windows Media Technologies Promotion and Support Agreement (the "Agreement") is entered into and effective as of November 23, 1999 (the "Effective Date") by and between MICROSOFT CORPORATION, a Washington corporation located at One Microsoft Way, Redmond, WA 98052 ("Microsoft") and NETRADIO NETWORK ("ICP"). This Agreement is entered into with reference to the following information ("ICP TABLE") as well as the definitions set forth below: -------------------------------------------------- -------------------------------------------------------------- ICP INFORMATION: Corporate Name: NetRadio Network Place of Incorporation: Minnesota, USA Address for Notices: 43 M
Netradio Corp – PRESETS AGREEMENT (August 27th, 1999)Exhibit 10.11.1 REALNETWORKS PRESETS AGREEMENT This Agreement is made as of May 10, 1999 ("Effective Date") between RealNetworks, Inc., a Washington corporation ("RN"); and ________________________________ ("Participant"). This Agreement sets forth the terms and conditions under which Participant agrees to host live audio content in RealAudio format, and related streaming media in RN proprietary formats (such as RealAudio, RealVideo, and others), described in EXHIBIT A (collectively "Content"), for inclusion in RN's Presets program, which will drive pointers to the Content into some of the most popular Web sites and "push" applications delivering information directly to PC desktops, and into proprietary online services and other specialized services (collectively, "Content Delivery Channels"). RN will include Participant in the Presets
Netradio Corp – TERMINATION AGREEMENT (August 27th, 1999)TERMINATION AGREEMENT THIS AGREEMENT is made and entered into this 26th day of July, 1999, by and between NETRADIO CORPORATION, a Minnesota corporation (the "Company"), and RICHARD W. HAILEY, THE Company's Chief Technical Officer (the "Executive"). WHEREAS, the Company is engaged in the business of developing, marketing, and selling products on the internet; and WHEREAS, the Company and the Executive mutually desire to enter into a Termination Agreement outlining specific terms and conditions in the case that certain events trigger either the Executive's termination or diminishment in position; NOW THEREFORE, in consideration of the above recitals and the mutual promises herein contained, the parties hereto agree as follows: 1. TERMINATION. This Agreement and the obligation to pay the Executive under paragraph 2 of the Agreement will only be triggered if (i) there is Change in Control (as defined below) and (ii) within
Netradio Corp – SEVERANCE AGREEMENT (August 27th, 1999)Exhibit 10.21 SEVERANCE AGREEMENT In exchange for the promises and covenants contained herein, NETRADIO CORPORATION (the "Company") and JAN ANDERSEN (the "Employee") hereby agree as follows: 1. DEFINITIONS. We intend all words used in this Severance Agreement (the "Agreement") to have their plain meanings in ordinary English. Specific terms we use in this Agreement have the following meanings: A. The EMPLOYEE, as used herein, shall include the undersigned Employee and anyone who has obtained any legal rights or claims through the undersigned Employee. B. The COMPANY, as used herein, shall at all times mean NetRadio Corporation, its parent company, its subsidiaries, successors and assigns, its affiliated and predecessor companies, their successors and assigns, their affiliated and predecessor companies and the present or former directo
Netradio Corp – WARRANT AGREEMENT (August 27th, 1999)Exhibit 1.2 -------------------------------------------------------------------------------- NETRADIO CORPORATION AND GERARD KLAUER MATTISON & CO., INC. ----------------- WARRANT AGREEMENT Dated as of September __, 1999 WARRANT AGREEMENT, dated as of September __, 1999, between NETRADIO CORPORATION, a Minnesota corporation (the "Company"), and GERARD KLAUER MATTISON & CO., INC., a Delaware corporation ("GKM"). W I T N E S S E T H: WHEREAS, the Company proposes to issue to GKM warrants (each, a "Warrant") to purchase up to an aggregate of 125,000 shares of Common Stock (as defined in Section 8.3 hereof); WHEREAS, pursuant to that certain Underwriting Agreement (the "Underwrit
Netradio Corp – THIRD AMENDMENT TO LEASE (August 27th, 1999)Exhibit 10.12.3 THIRD AMENDMENT TO LEASE THIS THIRD AMENDMENT TO LEASE is made and entered into as of the 27th day of March, 1999, by and between RIVERPLACE INC., a Minnesota corporation ("Lessor") and NETRADIO NETWORK CORPORATION, a Minnesota corporation ("Tenant"). WITNESSETH, THAT: WHEREAS, Lessor and Tenant made and entered into that certain Lease dated October 4, 1995 as amended June 3, 1996 and September 1, 1998 (hereinafter called the "Lease") covering certain premises located on the first and second floors of the building known as Exposition Hall Building at Riverplace in Minneapolis, Minnesota, as more particularly described therein. WHEREAS, the parties desire to supplement and amend the Lease. NOW, THEREFORE, in consideration of the above premises, the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt
Netradio Corp – UNDERWRITING AGREEMENT (August 27th, 1999)Exhibit 1.1 4,000,000 SHARES NETRADIO CORPORATION COMMON STOCK UNDERWRITING AGREEMENT September ___, 1999 GERARD KLAUER MATTISON & CO., INC. [CO-MANAGER] As Representatives of the Several Underwriters c/o GERARD KLAUER MATTISON & CO., INC. 529 Fifth Avenue New York, New York 10017 Dear Sirs: NetRadio Corporation, a Minnesota corporation (the "Company"), proposes to issue and sell 4,000,000 shares (the "Firm Shares") of its authorized but unissued common stock, no par value ("Common Stock"), to the several underwriters named in SCHEDULE I hereto (the "Underwriters"). The Company proposes to grant to the Underwriters an option to purchase up to an aggregate of 600,000 additional shares of Common Stock (the "Ad
Netradio Corp – FULFILLMENT AGREEMENT (May 26th, 1999)EXHIBIT 10.10 FULFILLMENT AGREEMENT This Fulfillment Agreement, including all exhibits and attachments hereto (the "Agreement") is entered into this 1st day of December, 1998 (the "Effective Date"), by and between NAVARRE CORPORATION, a Minnesota corporation ("Navarre") with its principal place of business at 7400 49th Avenue North, New Hope, Minnesota 55428 and NETRADIO CORPORATION, a Minnesota corporation ("NetRadio") with its principal place of business at Riverplace Exposition Hall, 43 Main Street Southeast, Suite 149, Minneapolis, Minnesota 55414. RECITALS WHEREAS, Navarre is in the business of sales and distribution of audio/video computer software, compact disks, cassettes and DVDs, and provides, packs and ships such products to the NetRadio Retail Website customers; and WHEREAS, NetRadio operates several "Online Retail Websites" on the "Wo
Net Radio Corp – ORDER FULFILLMENT AGREEMENT (May 13th, 1999)EXHIBIT 10.17 EXHIBIT 10.17 - CONFIDENTIAL TREATMENT REQUESTED Certain information has been omitted from this exhibit and filed separately with the SEC pursuant to a request for confidential treatment under Rule 406 NetRadio Corporation Order Fulfillment Agreement ORDER FULFILLMENT AGREEMENT This Order Fulfillment Agreement ("Agreement") is entered into effective as of the 2nd day of March, 1999, by and between NetRadio Corporation ("Retailer") and Valley Media, Inc. ("Valley"). The terms of this Agreement supercede all prior agreements between the parties, either oral or written, specifically including but not limited to the Order Fulfillment Agreement dated as of January 1, 1998. BACKGROUND A. Valley has created a data
Net Radio Corp – WARRANT AGREEMENT (April 30th, 1999)Exhibit 1.2 NETRADIO CORPORATION AND EVEREN SECURITIES, INC. --------------- WARRANT AGREEMENT Dated as of , 1999 WARRANT AGREEMENT, dated as of ____________, 1999, between NETRADIO CORPORATION, a Minnesota corporation (the "Company"), and EVEREN SECURITIES, INC., a Delaware corporation ("EVEREN"). W I T N E S S E T H: WHEREAS, the Company proposes to issue to EVEREN warrants (each, a "Warrant") to purchase up to an aggregate of 191,648 shares of Common Stock (as defined in Section 8.3 hereof); WHEREAS, pursuant to that certain Underwriting Agreement (the "Underwriting Agreement"), dated as of the date hereof, among EVEREN and Legg Mason Wood Walker, Incorporated (
Net Radio Corp – WAIVER OF CERTAIN PROVISIONS OF THE STOCK PURCHASE AGREEMENT (April 30th, 1999)EXHIBIT 10.9 WAIVER OF CERTAIN PROVISIONS OF THE STOCK PURCHASE AGREEMENT DATED AS OF MARCH 7, 1997 BY AND AMONG VALUEVISION INTERNATIONAL, INC., NAVARRE CORPORATION AND NETRADIO CORPORATION This waiver is made and executed by the undersigned as of February 26, 1999. All of the capitalized terms herein shall have the meaning ascribed to them in the Stock Purchase Agreement by and among ValueVision International, Inc., NetRadio Corporation and Navarre Corporation dated as of March 7, 1997. RECITALS A. ValueVision International, Inc. ("ValueVision"), NetRadio Corporation ("NetRadio") and Navarre Corporation ("Navarre") are parties to that certain Stock Purchase Agreement dated March 7, 1997 (the "Stock Purchase Agreement") and ValueVision and Navarre are parties to that certain
Net Radio Corp – UNDERWRITING AGREEMENT (April 30th, 1999)EXHIBIT 1.1 KMZ DRAFT: APRIL 29, 1999 3,333,000 SHARES NETRADIO CORPORATION COMMON STOCK UNDERWRITING AGREEMENT ___________ ___, 1999 EVEREN Securities, Inc. Legg Mason Wood Walker, Incorporated As Representatives of the Several Underwriters c/o EVEREN Securities, Inc. 77 West Wacker Drive 31st Floor Chicago, Illinois 60601 Dear Sirs: NetRadio Corporation, a Minnesota corporation (the "Company"), proposes to issue and sell 3,333,000 shares (the "Firm Shares") of its authorized but unissued common stock, no par value ("Common Stock"), to the several underwriters named in SCHEDULE I hereto
Net Radio Corp – SEPARATION AGREEMENT (April 30th, 1999)EXHIBIT 10.16 SEPARATION AGREEMENT THIS SEPARATION AGREEMENT (the "Agreement"), dated as of March 1, 1999, is made and entered into by and between Navarre Corporation, a Minnesota corporation ("Navarre") and Net Radio Corporation, a Minnesota corporation ("Net Radio"). RECITALS WHEREAS, Navarre currently owns approximately 85% of the issued and outstanding common stock of Net Radio, and as such, currently performs certain corporate services for Net Radio; WHEREAS, Net Radio is undertaking a public offering of its common stock pursuant to a Form S-1 Registration Statement filed under the Securities Act of 1933 (the "Offering"), on such terms and conditions as are contained therein; WHEREAS, following the Offering, Navarre and Net Radio will be operated as independent public companies, and Net Radio will no longer be a s
Net Radio Corp – ORDER FULFILLMENT AGREEMENT (April 30th, 1999)EXHIBIT 10.17 EXHIBIT 10.17 - CONFIDENTIAL TREATMENT REQUESTED Certain information has been omitted from this exhibit and filed separately with the SEC pursuant to a request for confidential treatment under Rule 406 NetRadio Corporation Order Fulfillment Agreement ORDER FULFILLMENT AGREEMENT This Order Fulfillment Agreement ("Agreement") is entered into effective as of the 2nd day of March, 1999, by and between NetRadio Corporation ("Retailer") and Valley Media, Inc. ("Valley"). The terms of this Agreement supercede all prior agreements between the parties, either oral or written, specifically including but not limited to the Order Fulfillment Agreement dated as of January 1, 1998. BACKGROUND A. Valley has created a data
Net Radio Corp – TERMINATION AGREEMENT (April 30th, 1999)EXHIBIT 10.19 TERMINATION AGREEMENT THIS AGREEMENT is made and entered into this 29th day of April, 1999, by and between NETRADIO CORPORATION, a Minnesota corporation (the "Company") and MICHAEL WISE, the Company's Chief Financial Officer (the "Executive"). WHEREAS, the Company is engaged in the business of developing, marketing, and selling products on the Internet; and WHEREAS, the Company and Executive mutually desire to enter into a Termination Agreement outlining specific terms and conditions that would entitle the Executive to receive a severance payment in a case where certain events trigger either the Executive's termination or diminishment in position after a sale of the Company. NOW, THEREFORE, in consideration of the above recitals and the mutual promises herein contained, the parties hereto agree as follows: 1. TERMINATION. Thi
Net Radio Corp – TERM NOTE (April 30th, 1999)EXHIBIT 10.13 MULTIPLE ADVANCE TERM NOTE $5,234,840.00 New Hope, Minnesota March 1, 1999 1. FOR VALUE RECEIVED, NET RADIO CORPORATION, a Minnesota corporation, its successors and assigns (the "Borrower") promises to pay to the order of NAVARRE CORPORATION, a Minnesota corporation (the "Lender"), at its address at 7400 49th Avenue North, New Hope, Minnesota 55428, the principal sum of FIVE MILLION TWO HUNDRED THIRTY-FOUR THOUSAND EIGHT HUNDRED FORTY AND 00/100 DOLLARS ($5,234,840.00) plus such additional amounts as may be advanced to or for the benefit of the Borrower for working capital financing through December 31, 1999, in lawful money of the United St
Net Radio Corp – GENERAL AGREEMENT (April 30th, 1999)EXHIBIT 10.18 - CONFIDENTIAL TREATMENT REQUESTED Certain information has been omitted from this exhibit and filed separately with the SEC pursuant to a request for Confidential treatment under Rule 406 EXHIBIT 10.18 AT&T NETWORKED COMMERCE SERVICES GENERAL AGREEMENT -------------------------------------------------------------------------------- Customer Name ("Customer") AT&T Networked Commerce Services Contract Management NetRadio Network -------------------------------------------------------------------------------- Address Address 43 Main Street Southeast, Suite 149 55 Corporate Drive, Room - 32B15 Minneapolis, MN 55414 Bridgewater, NJ 08807 -------------------------------------------------
Net Radio Corp – FULFILLMENT AGREEMENT (April 30th, 1999)EXHIBIT 10.10 CONFIDENTIAL TREATMENT REQUESTED -------------------------------- Certain information has been omitted from this exhibit and filed separately with the SEC pursuant to a request for confidential treatment under Rule 406 FULFILLMENT AGREEMENT This Fulfillment Agreement, including all exhibits and attachments hereto (the "Agreement") is entered into this 1st day of December, 1998 (the "Effective Date"), by and between NAVARRE CORPORATION, a Minnesota corporation ("Navarre") with its principal place of business at 7400 49th Avenue North, New Hope, Minnesota 55428 and NETRADIO CORPORATION, a Minnesota corporation ("NetRadio") with its principal place of business at Riverplace Exposition Hall, 43 Main Street Southeast, Suite 149, Minneapolis, Minnesota 55414.
Net Radio Corp – TERMINATION AGREEMENT (March 3rd, 1999)EXHIBIT 10.5 TERMINATION AGREEMENT THIS AGREEMENT is made and entered into this 25th day of February, 1999, by and between NETRADIO NETWORK, a Minnesota corporation (the "Company"), and NANCY R. KIELTY, the Company's Vice President-Consumer Marketing (the "Executive"). WHEREAS, the Company is engaged in the business of developing, marketing, and selling products on the internet; and WHEREAS, the Company and Executive mutually desire to enter into a Termination Agreement outlining specific terms and conditions in the case that certain events trigger either the Executive's termination or diminishment in position; NOW THEREFORE, in consideration of the above recitals and the mutual promises herein contained, the parties hereto agree as follows: 1. TERMINATION. This Agreement and the
Net Radio Corp – EMPLOYMENT AGREEMENT (March 3rd, 1999)EXHIBIT 10.1 EMPLOYMENT AGREEMENT THIS AGREEMENT, (this "Agreement") is made and entered into as of this 11th day of January, 1999, by and between NETRADIO CORPORATION, a Minnesota corporation (the "Company"), and EDWARD A. TOMECHKO, a resident of the State of Minnesota ("Employee"). WITNESSETH WHEREAS, Employee desires to become employed by the Company, and the Company desires to employ the Employee pursuant to the terms and conditions of this Agreement. NOW, THEREFORE, in consideration of the foregoing premises, the mutual covenants and obligations of this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. EMPLOYMENT. Subject to all of the terms and conditions of this Agreement, the Company hereby employs Employee and Employee
Net Radio Corp – 1998 STOCK OPTION AND INCENTIVE PLAN (March 3rd, 1999)EXHIBIT 10.14 NET RADIO CORPORATION 1998 STOCK OPTION AND INCENTIVE PLAN ARTICLE 1 ESTABLISHMENT AND PURPOSE Net Radio Corporation (the "Company") hereby establishes the Net Radio Corporation 1998 Stock Option and Incentive Plan (the "Plan"). The purpose of the Plan is to enable the Company and its Affiliates to retain and attract employees, directors and consultants who contribute to the Company's success by their ability, ingenuity and industry, and to enable such individuals to participate in the long-term success and growth of the Company by giving them a proprietary interest in the Company. ARTICLE 2 DEFINITIONS For the purposes of the Plan, the following terms shall be defined as set forth below: 2.1 "Affiliate" mea
Net Radio Corp – OFFICE LEASE AGREEMENT (March 3rd, 1999)EXHIBIT 10.12.1 RIVERPLACE OFFICE LEASE AGREEMENT This Lease Agreement ("Lease"), made this 31st day of May, 1996, between Riverplace Inc., a Minnesota corporation ("Lessor"), and Net Radio Corporation, a Minnesota Corporation ("Tenant"); WITNESSETH, THAT 1. DEMISED PREMISES. Lessor, subject to the terms and conditions hereof, hereby leases to Tenant the premises ("Demised Premises") shown crosshatched on the floor plan attached hereto as Exhibit A, comprising 3,368 square feet of net rentable area on the first floor, known as Suite 140, located in the building known as Exposition Hall ("Building") at Riverplace, Minneapolis, Minnesota 55414, situated on the parcel or parcels of real property ("Land") described on Exhibit B attached hereto and identified thereon in connection with the Building. The term "Building" shall inclu
Net Radio Corp – EMPLOYMENT AGREEMENT (March 3rd, 1999)EXHIBIT 10.3 EMPLOYMENT AGREEMENT THIS AGREEMENT, (this "Agreement") is made and entered into as of this 1st day of August, 1998, by and between NETRADIO CORPORATION, a Minnesota corporation (the "Company"), and JAN K. ANDERSEN, a resident of the State of Minnesota ("Executive"). WITNESSETH WHEREAS, Executive desires to become employed by the Company, and the Company considers Executive to be a valuable employee and desires to employ Executive pursuant to the terms and conditions of this Agreement. NOW, THEREFORE, in consideration of the foregoing premises, the mutual covenants and obligations of this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. EMPLOYMENT. Subject to all of the terms and conditions of this Agreement, the Comp
Net Radio Corp – ARTICLES OF INCORPORATION (March 3rd, 1999)EXHIBIT 3.1 ARTICLES OF INCORPORATION OF NETRADIO CORPORATION THE UNDERSIGNED, for purposes of forming a corporation under Chapter 302A of the Laws of the State of Minnesota, as amended, does hereby sign and acknowledge these Articles of Incorporation. ARTICLE I. The name of the Corporation is NetRadio Corporation. ARTICLE II. The purpose of this Corporation is general business purposes. ARTICLE III. This Corporation shall possess all powers necessary to conduct any business in which it is authorized to engage, including but not limited to all
