Napster Inc Sample Contracts

ROXIO, INC.
Option Agreement • April 9th, 2001 • Roxio Inc • Services-prepackaged software • California
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ROXIO, INC.
Stock Option Agreement • February 21st, 2001 • Roxio Inc • Services-prepackaged software • California
BETWEEN
Agreement • March 5th, 2001 • Roxio Inc • Services-prepackaged software
AMENDED AND RESTATED ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • December 23rd, 2004 • Roxio Inc • Services-prepackaged software • California
EXHIBIT 10.6 ROXIO, INC.
Indemnification Agreement • April 23rd, 2001 • Roxio Inc • Services-prepackaged software • Delaware
BACKGROUND
Purchase Agreement • February 12th, 2002 • Roxio Inc • Services-prepackaged software • New York
ADAPTEC MFG (S) PTE LTD
Agreement • September 26th, 2000 • Roxio Inc
BETWEEN ADAPTEC, INC. AND ROXIO, INC. MAY 5, 2001
Tax Sharing Agreement • May 15th, 2001 • Roxio Inc • Services-prepackaged software • California
NAPSTER, INC. and [ ], AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OF
Preferred Stock Warrant Agreement • August 3rd, 2005 • Napster Inc • Services-computer programming services • New York

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”).

ROXIO, INC. 2001 STOCK PLAN
Security Agreement • April 9th, 2001 • Roxio Inc • Services-prepackaged software • California
NAPSTER, INC. and , AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF
Securities Warrant Agreement • August 3rd, 2005 • Napster Inc • Services-computer programming services • New York

DEBT SECURITIES 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”).

ROXIO, INC. and
Preferred Stock Rights Agreement • June 5th, 2001 • Roxio Inc • Services-prepackaged software • New York
BETWEEN ADAPTEC, INC. AND ROXIO, INC.
Employee Matters Agreement • May 15th, 2001 • Roxio Inc • Services-prepackaged software • California
BETWEEN ADAPTEC, INC. AND ROXIO, INC.
Assignment and Assumption Agreement • September 26th, 2000 • Roxio Inc • California
BETWEEN ADAPTEC, INC. AND ROXIO, INC.
Manufacturing Services Agreement • May 15th, 2001 • Roxio Inc • Services-prepackaged software • California
DEPOSIT AGREEMENT
Deposit Agreement • August 3rd, 2005 • Napster Inc • Services-computer programming services • New York

DEPOSIT AGREEMENT, dated as of [ ] among NAPSTER, INC., a Delaware corporation, [ ], a under the laws of the State of [ ], as Depositary, and all holders from time to time of Receipts issued hereunder.

BETWEEN ADAPTEC, INC. AND ROXIO, INC. MAY 5, 2001
General Assignment and Assumption Agreement • May 15th, 2001 • Roxio Inc • Services-prepackaged software • California
BETWEEN
Master Separation and Distribution Agreement • March 5th, 2001 • Roxio Inc • Services-prepackaged software • California
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BETWEEN ADAPTEC, INC. AND ROXIO, INC. MAY 5, 2001
Indemnification and Insurance Matters Agreement • May 15th, 2001 • Roxio Inc • Services-prepackaged software • California
BETWEEN ADAPTEC, INC. AND ROXIO, INC.
Master Transitional Services Agreement • May 15th, 2001 • Roxio Inc • Services-prepackaged software • California
BETWEEN ADAPTEC, INC. AND ROXIO, INC.
Master Confidential Disclosure Agreement • May 15th, 2001 • Roxio Inc • Services-prepackaged software • California
NAPSTER, INC. PURCHASE AGREEMENT
Purchase Agreement • January 21st, 2005 • Napster Inc • Services-prepackaged software • New York

THIS PURCHASE AGREEMENT (this “Agreement”) is made as of the 20th day of January, 2005, by and between Napster, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), with its principal offices at 9044 Melrose Avenue, Los Angeles, California 90069, and the purchaser whose name and address is set forth on the signature page hereof (the “Purchaser”).

BETWEEN ADAPTEC, INC. AND ROXIO, INC. APRIL 1, 2001
Real Estate Matters Agreement • March 5th, 2001 • Roxio Inc • Services-prepackaged software • California
between ADAPTEC, INC. and ROXIO, INC.
Master Technology Ownership and License Agreement • May 15th, 2001 • Roxio Inc • Services-prepackaged software • California
BETWEEN ADAPTEC, INC. AND ROXIO, INC.
Master Patent Ownership and License Agreement • May 15th, 2001 • Roxio Inc • Services-prepackaged software • California
ROXIO, INC. PURCHASE AGREEMENT
Purchase Agreement • January 13th, 2004 • Roxio Inc • Services-prepackaged software • New York

THIS PURCHASE AGREEMENT (this “Agreement”) is made as of the 12th day of January, 2004, by and between Roxio, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), with its principal offices at 455 El Camino Real, Santa Clara, California 95050, and the purchaser whose name and address is set forth on the signature page hereof (the “Purchaser”).

BACKGROUND
Combination Agreement • December 7th, 2001 • Roxio Inc • Services-prepackaged software • Delaware
BETWEEN ADAPTEC, INC. AND ROXIO, INC. MAY 5, 2001
Real Estate Matters Agreement • May 15th, 2001 • Roxio Inc • Services-prepackaged software • California
NAPSTER, INC. AND , AS WARRANT AGENT FORM OF DEPOSITARY SHARES WARRANT AGREEMENT DATED AS OF
Warrant Agreement • August 3rd, 2005 • Napster Inc • Services-computer programming services • New York

DEPOSITARY SHARES 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”).

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