ContractDigital Distribution Agreement • March 14th, 2018 • Spotify Technology S.A. • Radio broadcasting stations • New York
This letter agreement together with Exhibit A (the “Term Sheet”) and any other exhibits and schedules attached hereto, which are incorporated herein by reference, will constitute the entire agreement between SONY MUSIC ENTERTAINMENT, a Delaware general partnership (“Label”) and SPOTIFY AB, a Swedish corporation (“Company”) regarding, inter alia, the exploitation of audio and video recordings embodying the performances of various musical recording artists via Company’s online and mobile digital distribution service, as owned, controlled and operated by Company (the “Agreement”). Any terms used in this letter agreement but not defined herein will have the meanings ascribed to them in the exhibits hereto. Unless expressly provided to the contrary herein, the different parts of this Agreement shall have the following descending order of priority in the event of any conflicting provisions that cannot reasonably be interpreted so that such provisions are consistent with each other:
SUBSCRIPTION AGREEMENT by and among TENCENT MUSIC ENTERTAINMENT GROUP, TENCENT MUSIC ENTERTAINMENT HONG KONG LIMITED, SPOTIFY TECHNOLOGY S.A. and SPOTIFY AB DATED AS OF DECEMBER 8, 2017Investor Agreement • February 28th, 2018 • Spotify Technology S.A. • Radio broadcasting stations • New York
This SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of December 8, 2017, by and among Tencent Music Entertainment Group, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“TME”), Tencent Music Entertainment Hong Kong Limited, a company incorporated under the laws of Hong Kong and a wholly-owned Subsidiary of TME (“TME Hong Kong” and, together with TME, the “TME Parties”), Spotify Technology S.A., a public limited company (société anonyme) incorporated under the laws of Luxembourg, having its registered office at 42-44 avenue de la Gare, L-1610 Luxembourg, and registered with the Luxembourg Trade and Companies Register under number B 123 052 (“Spotify”), and Spotify AB, a corporation incorporated under the laws of Sweden and a wholly-owned Subsidiary of Spotify (“Spotify AB” and, together with Spotify, the “Spotify Parties”). Each of the TME Parties and the Spotify Parties is sometimes referred to herein, individually, as a “Party” and,
EXCHANGE AGREEMENTExchange Agreement • February 28th, 2018 • Spotify Technology S.A. • Radio broadcasting stations • New York
This Exchange Agreement (this “Agreement”) is made and entered into as of December 8, 2017 by and among Spotify Technology S.A., a limited liability company (société anonyme) incorporated under the laws of Luxembourg (the “Company”), and the entities listed on the schedules “A” attached to this Agreement (collectively, “Schedule A”; the Schedule A pertaining to each individual Noteholder is referred to herein as the “applicable Schedule A”) (the “Noteholders”). The Company and the Noteholders are sometimes collectively referred to in this Agreement as the “Parties” and individually as a “Party.”
INVESTOR AGREEMENT among SPOTIFY TECHNOLOGY S.A., TENCENT MUSIC ENTERTAINMENT GROUP, TENCENT MUSIC ENTERTAINMENT HONG KONG LIMITED, TENCENT HOLDINGS LIMITED, IMAGE FRAME INVESTMENT (HK) LIMITED and, solely with respect to Section 1.02, Section 2.07,...Investor Agreement • February 28th, 2018 • Spotify Technology S.A. • Radio broadcasting stations • New York
On the date hereof, the Company issued 213,811 common shares, €0.025 par value per share, of the Company (the “Spotify Shares”) to TME Hong Kong pursuant to that certain Subscription Agreement, dated as of December 8, 2017, by and among the Company, Spotify AB, a corporation incorporated under the laws of Sweden, TME and TME Hong Kong (the “Subscription Agreement”); and
SPOTIFY AB Birger Jarlsgatan 61, Stockholm, SE 113 56 Sweden April 11, 2017 (“Amendment Effective Date”) Amendment to Digital Distribution Agreement: Student OfferDistribution Agreement • February 28th, 2018 • Spotify Technology S.A. • Radio broadcasting stations
We refer to the Digital Distribution Agreement entered into between Sony Music Entertainment (“Label”) and Spotify AB (“Company”) with an Effective Date of April 1, 2017 and all Exhibits attached thereto (the “Agreement”). All terms defined in the Agreement and used herein shall have the same meanings as given to them in the Agreement unless otherwise defined herein.
EXCHANGE AGREEMENTExchange Agreement • February 28th, 2018 • Spotify Technology S.A. • Radio broadcasting stations • New York
This Exchange Agreement (this “Agreement”) is made and entered into as of December 27th, 2017 by and among Spotify Technology S.A., a limited liability company (société anonyme) incorporated under the laws of Luxembourg (the “Company”), and the entities listed on the schedules “A” attached to this Agreement (collectively, “Schedule A”; the Schedule A pertaining to each individual Noteholder is referred to herein as the “applicable Schedule A”) (the “Noteholders”). The Company and the Noteholders are sometimes collectively referred to in this Agreement as the “Parties” and individually as a “Party.”
Incentive Stock Option Agreement under the Echo Nest CorporationIncentive Stock Option Agreement • February 28th, 2018 • Spotify Technology S.A. • Radio broadcasting stations • Delaware
Pursuant to the Echo Nest Corporation 2007 Stock Option and Grant Plan (the “Plan”), the Echo Nest Corporation, a Delaware corporation (together with all successors thereto, the “Company”), hereby grants to the Optionee, who is an employee of the Company or any of its Subsidiaries, an Option to purchase, on or prior to the Expiration Date (or such earlier date as provided in Section 3 below), all or any part of the number of shares of Common Stock of the Company indicated above (the “Underlying Shares,” with such shares once issued being referred to herein and in the Plan as “Option Shares”) at the Option Exercise Price per share indicated above.
CONFIDENTIAL TREATMENT REQUESTED BY SPOTIFY TECHNOLOGY S.A. PURSUANT TO 17 CFR 200.83Spotify Technology S.A. • January 31st, 2018 • Radio broadcasting stations
We refer to the Digital Distribution Agreement entered into by Sony Music Entertainment (“Label”) and Spotify AB (“Company”) with an effective date of April 1, 2017 and all Exhibits attached thereto (the “Agreement”). All terms defined in the Agreement and used herein shall have the same meanings as given to them in the Agreement unless otherwise defined herein.
SPOTIFY AB Birger Jarlsgatan 61, Stockholm, SE 113 56 Sweden April 1, 2017 (“Amendment Effective Date”) Second Amendment to Digital Distribution Agreement;Spotify Technology S.A. • February 28th, 2018 • Radio broadcasting stations
We refer to the Digital Distribution Agreement entered into by Sony Music Entertainment (“Label”) and Spotify AB (“Company”) with an effective date of April 1, 2017 and all Exhibits attached thereto (the “Agreement”). All terms defined in the Agreement and used herein shall have the same meanings as given to them in the Agreement unless otherwise defined herein.
SPOTIFY USA INC., THE GUARANTOR PARTY HERETO and U.S. BANK NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of March 2, 2021 0% Exchangeable Senior Notes due 2026Indenture • March 2nd, 2021 • Spotify Technology S.A. • Radio broadcasting stations • New York
INDENTURE, dated as of March 2, 2021, among Spotify USA Inc., a Delaware corporation, as issuer (the “Company”), Spotify Technology S.A., a Luxembourg public limited liability company (société anonyme) having its registered office at 42-44, avenue de la Gare, L-1610 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Trade and Companies Register under number B 123052, as guarantor (the “Guarantor”), and U.S. Bank National Association, as trustee (the “Trustee”).
VOTING AGREEMENTVoting Agreement • March 14th, 2018 • Spotify Technology S.A. • Radio broadcasting stations • Stockholm
This Voting Agreement (the “Agreement”) is made as of the 2nd day of February 2017, by and among Spotify Technology S.A., a limited liability company incorporated under the laws of Luxembourg, with address 42-44 Avenue De La Gare, L-1610, Luxembourg, and corporate ID No B 123 052 (the “Company”), MH1 LLC, a limited liability company incorporated under the laws of Delaware, with address for purposes hereof c/o Gunderson Dettmer et al. LLP, 220 West 42nd Street, 17th Floor, New York, NY 10036 (the “Stockholder”), and D.G.E. Investments Limited, a company incorporated under the laws of Cyprus, with address Arch. Makariou & Kalograion 4, Nicolaides Sea View City, 9th Floor, Offices 903-904, Block A-B, 6016 Larnaca, Cyprus (the “Proxyholder”).
SPOTIFY AB Birger Jarlsgatan 61, Stockholm, SE 113 56 Sweden April 11, 2017 (“Amendment Effective Date”) Amendment to Digital Distribution Agreement: Student OfferDistribution Agreement • March 14th, 2018 • Spotify Technology S.A. • Radio broadcasting stations
We refer to the Digital Distribution Agreement entered into between Sony Music Entertainment (“Label”) and Spotify AB (“Company”) with an Effective Date of April 1, 2017 and all Exhibits attached thereto (the “Agreement”). All terms defined in the Agreement and used herein shall have the same meanings as given to them in the Agreement unless otherwise defined herein.
SPOTIFY AB Birger Jarlsgatan 61, Stockholm, SE 113 56 Sweden April 1, 2017 (“Amendment Effective Date”) Second Amendment to Digital Distribution Agreement;Spotify Technology S.A. • March 14th, 2018 • Radio broadcasting stations
We refer to the Digital Distribution Agreement entered into by Sony Music Entertainment (“Label”) and Spotify AB (“Company”) with an effective date of April 1, 2017 and all Exhibits attached thereto (the “Agreement”). All terms defined in the Agreement and used herein shall have the same meanings as given to them in the Agreement unless otherwise defined herein.
JOINT FILING AGREEMENTJoint Filing Agreement • February 5th, 2021 • Spotify Technology S.A. • Radio broadcasting stations
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13G. Each of them is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
Spotify SPOTIFY TECHNOLOGY S.A. RESTRICTED CONSIDERATION AGREEMENT FORRestricted Consideration Agreement • February 28th, 2018 • Spotify Technology S.A. • Radio broadcasting stations
This Restricted Consideration Agreement (this “Agreement”), dated 16 November, 2017, is made by and between [ 🌑 ] (the “Restricted Seller”), and Spotify Technology S.A., a public limited liability company (société anonyme) incorporated under the laws of the Grand Duchy of Luxembourg (“Parent”).
Spotify SPOTIFY TECHNOLOGY S.A. RESTRICTED CONSIDERATION AGREEMENT FORRestricted Consideration Agreement • December 18th, 2017 • Spotify Technology S.A. • Services-computer processing & data preparation
This Restricted Consideration Agreement (this “Agreement”), dated 16 November, 2017, is made by and between [ 🌑 ] (the “Restricted Seller”), and Spotify Technology S.A., a public limited liability company (société anonyme) incorporated under the laws of the Grand Duchy of Luxembourg (“Parent”).
EXCHANGE AGREEMENTExchange Agreement • January 31st, 2018 • Spotify Technology S.A. • Radio broadcasting stations • New York
This Exchange Agreement (this “Agreement”) is made and entered into as of December 27th, 2017 by and among Spotify Technology S.A., a limited liability company (société anonyme) incorporated under the laws of Luxembourg (the “Company”), and the entities listed on the schedules “A” attached to this Agreement (collectively, “Schedule A”; the Schedule A pertaining to each individual Noteholder is referred to herein as the “applicable Schedule A”) (the “Noteholders”). The Company and the Noteholders are sometimes collectively referred to in this Agreement as the “Parties” and individually as a “Party.”
EXCHANGE AGREEMENTExchange Agreement • February 28th, 2018 • Spotify Technology S.A. • Radio broadcasting stations • New York
This Exchange Agreement (this “Agreement”) is made and entered into as of January 29, 2018 by and among Spotify Technology S.A., a limited liability company (société anonyme) incorporated under the laws of Luxembourg, having its registered office at 42-44, avenue de la Gare, L-1610 Luxembourg and registered with the Luxembourg Trade and Companies’ Register under number B123052 (the “Company”), and the entities listed on the schedules “A” attached to this Agreement (collectively, “Schedule A”; the Schedule A pertaining to each individual Noteholder is referred to herein as the “applicable Schedule A”) (the “Noteholders”). The Company and the Noteholders are sometimes collectively referred to in this Agreement as the “Parties” and individually as a “Party.”
