1 EXHIBIT 2.2 AGREEMENT AND PLAN OF REORGANIZATION, DATED AS OF JANUARY 28, 1999, BY AND AMONG NET ROADSHOW, INC., NRS ACQUISITION, INC. AND THE COMPANY TABLE OF CONTENTSAgreement and Plan of Reorganization • March 30th, 1999 • Broadcast Com Inc • Communications services, nec • Delaware
RECITALSIndemnification Agreement • May 15th, 1998 • Broadcast Com Inc • Delaware
EXHIBIT 10.3 FIRST AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS FIRST AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and entered into this 24th day of February, 1997, by and between AudioNet, Inc., a Delaware...Registration Rights Agreement • May 15th, 1998 • Broadcast Com Inc • New York
2 3 (v) acts or omissions which constitute willful failure to follow reasonable and lawful directives of the Company's Board of Directors, which are consistent with Executive's job responsibilities and performance which is not cured within 15 days...Employment Agreement • June 25th, 1998 • Broadcast Com Inc • Communications services, nec • Texas
1 EXHIBIT 10.4 STOCKHOLDERS AGREEMENT This Stockholders Agreement ("Agreement") is made and entered into this 4th day of September, 1996 by and among Motorola, Inc., a Delaware corporation whose principal place of business is located at 1303 E....Stockholders Agreement • May 15th, 1998 • Broadcast Com Inc • Texas
SHARES --------------- BROADCAST.COM INC. COMMON STOCK, $0.01 PAR VALUE UNDERWRITING AGREEMENTUnderwriting Agreement • July 16th, 1998 • Broadcast Com Inc • Communications services, nec • New York
PURSUANT TO THEStock Option Agreement • May 15th, 1998 • Broadcast Com Inc
RECITALSNetshow License Agreement • July 16th, 1998 • Broadcast Com Inc • Communications services, nec • Washington
1 EXHIBIT 10.6 NETWORK RADIO SALES REPRESENTATION AGREEMENT THIS AGREEMENT made and entered into this 15th day of November 1996, between AudioNet, Inc., a Delaware corporation ("Supplier) and Premiere Radio Networks, Inc., a Delaware corporation...Network Radio Sales Representation Agreement • July 16th, 1998 • Broadcast Com Inc • Communications services, nec • New York
IMPERIAL BANK MEMBER FDIC SECURITY AND LOAN AGREEMENT (ACCOUNTS RECEIVABLE)Member Fdic Security and Loan Agreement • May 15th, 1998 • Broadcast Com Inc
1 Exhibit 10.2.2 STOCK PURCHASE AGREEMENT THIS AGREEMENT is made and entered into as of the 15th of November, 1996, by and between AudioNet, Inc., a Delaware corporation maintaining its principal office at 2929 Elm Street, Dallas Texas 75226 (the...Stock Purchase Agreement • May 15th, 1998 • Broadcast Com Inc • New York
2 3 (d) No provision in this Section 1.1 shall require any Investor to make any representation (other than as to title, lack of encumbrances, due authorization, power, no conflicts with such Investors instruments, and enforceability and information...December Stockholders Agreement • May 15th, 1998 • Broadcast Com Inc • Delaware
1 EXHIBIT 10.16 MASTER LEASE OF PERSONAL PROPERTY NO. 3769 LESSEE: AudioNet, Inc. LESSOR: Charter Financial, Inc. 2914 Taylor Street 153 East 53rd Street Dallas, TX 75226 New York, NY 10022 In consideration of the mutual covenants set forth herein,...Broadcast Com Inc • May 15th, 1998
1 EXHIBIT 10.2.1 STOCK PURCHASE AGREEMENT THIS AGREEMENT is made and entered into as of the 4th day of September, 1996, by and between Cameron Audio Networks, Inc., a Texas corporation maintaining its principal office at 2929 Elm Street, Dallas Texas...Stock Purchase Agreement • May 15th, 1998 • Broadcast Com Inc • New York
