Dimensional Associates, LLC Sample Contracts

Registration Rights Agreement
Registration Rights Agreement • November 21st, 2007 • Dimensional Associates, LLC • Patent owners & lessors • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into as of November 13, 2007, by and among Digital Music Group, Inc., a Delaware corporation (the “Company”) and certain stockholders of The Orchard Enterprises Inc., a New York corporation (“Orchard”) listed on Schedule A (the “Holders”), who are to be issued shares of Common Stock of the Company or Series A Preferred Stock pursuant to a Second Amended and Restated Agreement and Plan of Merger, dated October 5, 2007 by and among the Company, Orchard and DMGI New York, Inc., a New York corporation, as amended (the “Merger Agreement”). The entry into this Agreement is contemplated in the Merger Agreement and is a condition to the obligations of Orchard contained therein.

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SECOND AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER by and among DIGITAL MUSIC GROUP, INC. DMGI NEW YORK, INC. and THE ORCHARD ENTERPRISES INC. DATED AS OF OCTOBER 5, 2007
Agreement and Plan of Merger • November 21st, 2007 • Dimensional Associates, LLC • Patent owners & lessors • New York

SECOND AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER, dated as of October 5, 2007 (this “Agreement”), by and among The Orchard Enterprises Inc., a New York corporation (the “Orchard”), Digital Music Group, Inc., a Delaware corporation (“DMGI”), and DMGI New York, Inc., a New York corporation (“Merger Sub“).

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AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • November 21st, 2007 • Dimensional Associates, LLC • Patent owners & lessors

THIS AMENDMENT NO. 1, dated as of November 7, 2007 (this “Amendment”), amends the Second Amended and Restated Agreement and Plan of Merger (the “Merger Agreement”), dated as of October 5, 2007, by and among The Orchard Enterprises Inc., a New York corporation (the “Orchard”), Digital Music Group, Inc., a Delaware corporation (“DMGI”), and DMGI New York, Inc., a New York corporation (“Merger Sub”).

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AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • March 18th, 2010 • Dimensional Associates, LLC • Patent owners & lessors • Delaware

THIS AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”), is dated as of March 16, 2010, among The Orchard Enterprises, Inc., a Delaware corporation (the “Company”), Dimensional Associates, LLC, a New York limited liability company (“Dimensional”), and Orchard Merger Sub, Inc., a Delaware corporation (“Merger Sub”).

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AGREEMENT AND PLAN OF MERGER among THE ORCHARD ENTERPRISES, INC., DIMENSIONAL ASSOCIATES, LLC and ORCHARD MERGER SUB, INC. Dated as of March 15, 2010
Agreement and Plan of Merger • March 16th, 2010 • Dimensional Associates, LLC • Patent owners & lessors • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), is dated as of March 15, 2010, among The Orchard Enterprises, Inc., a Delaware corporation (the “Company”), Dimensional Associates, LLC, a New York limited liability company (“Dimensional”), and Orchard Merger Sub, Inc., a Delaware corporation (“Merger Sub”).

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AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • April 19th, 2010 • Dimensional Associates, LLC • Patent owners & lessors • Delaware

THIS AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”), is dated as of April 14, 2010, among The Orchard Enterprises, Inc., a Delaware corporation (the “Company”), Dimensional Associates, LLC, a New York limited liability company (“Dimensional”), and Orchard Merger Sub, Inc., a Delaware corporation (“Merger Sub”).

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JOINT FILING AGREEMENT
Joint Filing Agreement • November 21st, 2007 • Dimensional Associates, LLC • Patent owners & lessors

This Joint Filing Agreement may be executed in any number of counterparts, all of which together shall constitute one and the same instrument. A facsimile, telecopy or other reproduction of this Joint Filing Agreement may be executed by one or more parties hereto, and an executed copy of this Joint Filing Agreement may be delivered by one or more parties hereto by facsimile or similar instantaneous electronic transmission device pursuant to which the signature of or on behalf of such party can be seen, and such execution and delivery shall be considered valid, binding and effective for all purposes as of the date hereof.

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