Napster Inc Sample Contracts

Napster Inc – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NAPSTER, INC. (October 30th, 2008)

The address of the Corporation’s registered office in the State of Delaware is The Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, State of Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company.

Napster Inc – THIRD AMENDED AND RESTATED BYLAWS OF NAPSTER, INC. a Delaware corporation (October 30th, 2008)
Napster Inc – EMPLOYMENT AGREEMENT (September 15th, 2008)

This EMPLOYMENT AGREEMENT (the “Agreement”) is dated and effective as of September 14, 2008, by and between Napster, Inc., a Delaware corporation, (“Employer”) and [_________], an individual resident of the State of California (“Employee”).

Napster Inc – FOR IMMEDIATE RELEASE Best Buy Contacts: (September 15th, 2008)
Napster Inc – SHAREHOLDER SUPPORT AGREEMENT (September 15th, 2008)

This SHAREHOLDER SUPPORT AGREEMENT (this “Agreement”) is entered into as of September 14, 2008, by and among Best Buy Co., Inc., a Minnesota corporation (“Parent”), Puma Cat Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”) and the holders of capital stock of Napster, Inc., a Delaware corporation (“Company”) identified on Exhibit A attached hereto (each a “Shareholder,” and collectively the “Shareholders”).

Napster Inc – AMENDMENT NO. 1 TO PREFERRED STOCK RIGHTS AGREEMENT (September 15th, 2008)

This AMENDMENT NO. 1 TO PREFERRED STOCK RIGHTS AGREEMENT (this “Amendment”) is entered into as of September 14, 2008, by and between Napster, Inc., a Delaware corporation (formerly known as Roxio, Inc.) (the “Company”), and Mellon Investor Services LLC (the “Rights Agent”).

Napster Inc – EMPLOYMENT AGREEMENT (September 15th, 2008)

This EMPLOYMENT AGREEMENT (the “Agreement”) is dated and effective as of September 14, 2008, by and between Napster, Inc., a Delaware corporation, (“Employer”) and Wm. Christopher Gorog, an individual resident of the State of California (“Employee”).

Napster Inc – AGREEMENT AND PLAN OF MERGER dated as of September 14, 2008 by and among Best Buy Co., Inc., Puma Cat Acquisition Corp. and Napster, Inc. (September 15th, 2008)

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of September 14, 2008, is entered into by and among Best Buy Co., Inc., a Minnesota corporation (“Parent”), Puma Cat Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Purchaser”), and Napster, Inc., a Delaware corporation (the “Company”).

Napster Inc – Investor Contacts: Alex Wellins or Molly Plyler The Blueshirt Group, for Napster (August 11th, 2008)
Napster Inc – [Napster Letterhead] (July 2nd, 2008)
Napster Inc – THIRD LEASE EXTENSION AND GUARANTY (June 11th, 2008)

WHEREAS, on or about September 7, 2001, Fox and Fields, a general partnership (hereinafter “Fox and Fields”), and Duet GP, dba Pressplay, entered into a lease (hereinafter the “Lease”) respecting the premises located at 9044 Melrose Avenue, West Hollywood, California.; and

Napster Inc – Investor Contacts: Alex Wellins or Molly Plyler The Blueshirt Group, for Napster (May 21st, 2008)
Napster Inc – AMENDED AND RESTATED EMPLOYMENT AGREEMENT (May 16th, 2008)

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of May 12, 2008 (the “Effective Date”), by and between NAPSTER, INC., a Delaware corporation with its principal offices at 9044 Melrose Avenue, Los Angeles, California 90069 (the “Company”), and WILLIAM CHRISTOPHER GOROG, an individual residing at 11434 Bellagio Road, Los Angeles, California 90049 ( the “Executive”), and amends and restates in its entirety that certain Employment Agreement by and between the Company and the Executive dated as of August 15, 2003 (the “Prior Employment Agreement”).

Napster Inc – Investor Contacts: Alex Wellins or Molly Plyler The Blueshirt Group, for Napster (April 3rd, 2008)
Napster Inc – Investor and Media Contacts: Alex Wellins or Molly Plyler The Blueshirt Group, for Napster (February 6th, 2008)
Napster Inc – SECOND AMENDED AND RESTATED BYLAWS OF NAPSTER, INC. (December 14th, 2007)
Napster Inc – EMPLOYMENT SEPARATION AND GENERAL RELEASE AGREEMENT (December 10th, 2007)

This Employment Separation and General Release Agreement (this “Separation Agreement”) is entered into this seventh day of December, 2007, by and between Nand Gangwani, an individual (“Individual”), and Napster, Inc., a Delaware corporation (the “Company”).

Napster Inc – Investor and Media Contacts: Alex Wellins or Molly Plyler The Blueshirt Group, for Napster (November 1st, 2007)
Napster Inc – [Napster Letterhead] (August 3rd, 2007)

On behalf of Napster, Inc. (the “Company”), I am pleased to offer you the position of Chief Operating Officer of the Company, effective as of August 6, 2007, pursuant to the terms of this agreement (the “Agreement”). The prior agreement (the “Prior Agreement”) between the parties, dated June 21, 2007, is hereby amended and restated in its entirety, and the Prior Agreement is completely superseded by this Agreement and shall be of no force and effect. As part of this Agreement, you agree that you shall relocate your primary residence to the Los Angeles, CA area.

Napster Inc – Investor and Media Contacts: Alex Wellins or Jennifer Jarman The Blueshirt Group, for Napster (August 1st, 2007)
Napster Inc – PORTIONS DENOTED WITH [***] HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. AOL ADVERTISING INSERTION ORDER (June 6th, 2007)
Napster Inc – SECOND LEASE EXTENSION (February 8th, 2007)

WHEREAS, on or about September 7, 2001, Fox and Fields, a general partnership (hereinafter “Fox and Fields”), and Duet GP, dba Pressplay, entered into a lease (hereinafter the “Lease”) respecting the premises located at 9044 Melrose Avenue, West Hollywood, California.; and

Napster Inc – Media Contact: Dana M. Harris Napster Investor Contacts: Alex Wellins or Jennifer Jarman The Blueshirt Group, for Napster (February 8th, 2007)
Napster Inc – Media Contact: Dana M. Harris Napster Investor Contacts: Alex Wellins or Jennifer Jarman The Blueshirt Group, for Napster (November 8th, 2006)
Napster Inc – [Napster Letterhead] (November 8th, 2006)

You and Napster, Inc. (the “Company”) are parties to that certain employment agreement effective as of January 29, 2004 (the “Agreement”). The Agreement provides for certain severance payments to be made to you for a period of six months in the event your employment is terminated by the Company without Cause or by you for Good Reason (as such terms are defined in the Agreement). Recently, the Compensation Committee of the Board of Directors of the Company has approved extending this severance period to twelve months in the event, and only in the event, that your employment is terminated by the Company without Cause or by you for Good Reason upon or at any time after a Change in Control (as defined below). Therefore, on behalf of the Company and its Board of Directors, the Agreement is hereby amended to provide that, in the event your employment is terminated by the Company without Cause or by you for Good Reason upon or at any time after a Change in Control, your severance period will

Napster Inc – [Napster Letterhead] (November 8th, 2006)

You and Napster, Inc. (the “Company”) are parties to that certain employment agreement effective as of January 29, 2004 (the “Agreement”). The Agreement provides for certain severance payments to be made to you for a period of six months in the event your employment is terminated by the Company without Cause or by you for Good Reason (as such terms are defined in the Agreement). Recently, the Compensation Committee of the Board of Directors of the Company has approved extending this severance period to twelve months in the event, and only in the event, that your employment is terminated by the Company without Cause or by you for Good Reason upon or at any time after a Change in Control (as defined below). Therefore, on behalf of the Company and its Board of Directors, the Agreement is hereby amended to provide that, in the event your employment is terminated by the Company without Cause or by you for Good Reason upon or at any time after a Change in Control, your severance period will

Napster Inc – Media Contact: Dana M. Harris Napster Investor Contacts: Alex Wellins or Jennifer Jarman The Blueshirt Group, for Napster (August 2nd, 2006)
Napster Inc – CONSULTING AGREEMENT (June 9th, 2006)

This Consulting Agreement (“Agreement”) is entered into by and between Napster, Inc. (the “Company”) and Robert Rodin, as of the 2nd day of January, 2006 (the “Effective Date”).

Napster Inc – Media Contact: Dana M. Harris Napster Investor Contacts: Alex Wellins or Jennifer Jarman The Blueshirt Group, for Napster (May 17th, 2006)
Napster Inc – LICENSE AGREEMENT (February 8th, 2006)

This LICENSE AGREEMENT (the “Agreement”) is made this 14th day of October, 2005 (the “Effective Date”) between TOWER RECORDS JAPAN INC., a corporation incorporated under the laws of Japan (“Tower”) with offices at 2-15-9 Minami-Shinagawa, Shinagawa-ku, Tokyo 140-0004, NAPSTER, LLC, a Delaware limited liability company (“Napster”), with offices at 9044 Melrose Ave., Los Angeles, CA 90069 and NAPSTER JAPAN, INC, a corporation incorporated under the laws of Japan (“Company”), with offices at 15-4 Sakuragaoka, Shibuya-ku, Tokyo 150-0031. Tower, Company and Napster hereinafter are each referred to as a “Party” and collectively referred to as the “Parties.” Capitalized terms used in this License Agreement but not defined herein have the meanings ascribed to them in the Joint Venture Operating Agreement (the “JV Agreement”).

Napster Inc – JOINT VENTURE OPERATING AGREEMENT by and among NAPSTER, LLC, TOWER RECORDS JAPAN INC., NIKKO PRINCIPAL INVESTMENTS JAPAN LTD. and NAPSTER JAPAN, INC. October 14, 2005 (February 8th, 2006)

This JOINT VENTURE OPERATING AGREEMENT (this “Agreement”) is made as of October 14, 2005, by and among Napster, LLC, a Delaware limited liability company (“Napster”), Tower Records Japan Inc., a corporation incorporated under the laws of Japan (“Tower”), Nikko Principal Investments Japan Ltd., a corporation incorporated under the laws of Japan (“NPI”) and, as of the Incorporation Date, Napster Japan, Inc. a corporation incorporated under the laws of Japan (the “Company”).

Napster Inc – NAPSTER, INC. 2001 STOCK PLAN DIRECTOR RESTRICTED STOCK AWARD AGREEMENT (October 28th, 2005)

THIS DIRECTOR RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”) is dated as of [____________, 200_] (the “Award Date”) by and between Napster, Inc., a Delaware corporation (the “Corporation”), and [______________] (the “Director”).

Napster Inc – NAPSTER, INC. 2001 STOCK PLAN AS AMENDED AND RESTATED OCTOBER 24, 2005 (October 28th, 2005)
Napster Inc – NAPSTER, INC. Issuer AND Trustee INDENTURE Dated as of , 200 Senior Debt Securities (August 3rd, 2005)

WHEREAS, for its lawful corporate purposes, the Company has duly authorized the execution and delivery of this Indenture to provide for the issuance of debt securities (hereinafter referred to as the “Securities”), in an unlimited aggregate principal amount to be issued from time to time in one or more series as in this Indenture provided, as registered Securities without coupons, to be authenticated by the certificate of the Trustee;

Napster Inc – NAPSTER, INC. and [ ], AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OF (August 3rd, 2005)

PREFERRED STOCK WARRANT AGREEMENT, dated as of between NAPSTER, INC., a Delaware corporation (the “COMPANY”) and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “WARRANT AGENT”).