EXHIBIT 99.2 ASSET PURCHASE AGREEMENTAsset Purchase Agreement • November 14th, 2003 • Metatec Inc • Phonograph records & prerecorded audio tapes & disks • Ohio
EXHIBIT 10.1 SECOND AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • February 15th, 2002 • Metatec International Inc • Phonograph records & prerecorded audio tapes & disks • Ohio
EXHIBIT 10.1Letter Agreement • November 12th, 2002 • Metatec International Inc • Phonograph records & prerecorded audio tapes & disks
1 EXHIBIT 10(t) FORM OF INDEMNIFICATION AGREEMENTS BETWEEN METATEC INTERNATIONAL, INC. AND EACH OF ITS OFFICERS AND DIRECTORS 2 INDEMNIFICATION AGREEMENT ------------------------- This agreement is made effective as of April 30, 1999, between Metatec...Agreement • March 28th, 2000 • Metatec International Inc • Phonograph records & prerecorded audio tapes & disks
EXHIBIT 10.2 FORBEARANCE AGREEMENT This agreement ("Agreement") is entered into as of this 21st day of November, 2001, by and between Banc One Leasing Corporation ("Banc One"), Metatec International, Inc., an Ohio company ("International"), and...Forbearance Agreement • December 3rd, 2001 • Metatec International Inc • Phonograph records & prerecorded audio tapes & disks • Ohio
RECITALS --------Loan Agreement • December 3rd, 2001 • Metatec International Inc • Phonograph records & prerecorded audio tapes & disks • Ohio
RECITALSStandstill Agreement • January 3rd, 2002 • Metatec International Inc • Phonograph records & prerecorded audio tapes & disks • Ohio
ARTICLE 1 ADDITIONAL TERMSPatent License Agreement • March 26th, 2003 • Metatec International Inc • Phonograph records & prerecorded audio tapes & disks • New York
AMONGAsset Purchase Agreement • September 25th, 1998 • Metatec Corp • Phonograph records & prerecorded audio tapes & disks • Delaware
EXHIBIT 10(cc) SEPARATION AGREEMENT AND RELEASE THIS SEPARATION AGREEMENT AND RELEASE ("Agreement"), is made and entered into by and between METATEC International, Inc., an Ohio corporation and the successor corporation to Metatec Corporation, with...Separation Agreement and Release • March 29th, 2002 • Metatec International Inc • Phonograph records & prerecorded audio tapes & disks • Ohio
EXHIBIT 10.1Metatec International Inc • August 14th, 2002 • Phonograph records & prerecorded audio tapes & disks • New York
DATED AS OFLoan Agreement • August 12th, 1997 • Metatec Corp • Phonograph records & prerecorded audio tapes & disks • Ohio
EXHIBIT 10.5Letter Agreement • August 14th, 2002 • Metatec International Inc • Phonograph records & prerecorded audio tapes & disks
2 4 (3) no default or event of default, and no event or condition that, with the giving of notice or passage of time or both, would constitute a default or an event of default, shall exist hereunder or under any of the other Loan Documents either at...Rents and Security Agreement • March 28th, 2000 • Metatec International Inc • Phonograph records & prerecorded audio tapes & disks
EXHIBIT 10.3 STANDARD INDUSTRIAL LEASE Dated (for reference) as of: October 30, 1998 1. DEFINED TERMS. Each reference in this Lease to any of the following terms shall include the data for such term as stated below with any additional terms used in...Industrial Lease • December 3rd, 2001 • Metatec International Inc • Phonograph records & prerecorded audio tapes & disks • California
EXHIBIT 10(w)Metatec Corp • March 26th, 1996 • Phonograph records & prerecorded audio tapes & disks
EXHIBIT 10.1Employment Agreement • August 14th, 2003 • Metatec Inc • Phonograph records & prerecorded audio tapes & disks
1 EXHIBIT 10(c)Employment Agreement • March 26th, 1996 • Metatec Corp • Phonograph records & prerecorded audio tapes & disks
EXHIBIT 10(z) FIRST AMENDMENT TO EMPLOYMENT AGREEMENT --------------------------------------- This amendment is made effective March 26, 2002, between Metatec International, Inc., an Ohio corporation (the "Company"), and Christopher A. Munro ("Mr....Employment Agreement • March 29th, 2002 • Metatec International Inc • Phonograph records & prerecorded audio tapes & disks
1 March 30, 2001Metatec International Inc • April 30th, 2001 • Phonograph records & prerecorded audio tapes & disks
EXHIBIT 10.3Metatec International Inc • August 14th, 2002 • Phonograph records & prerecorded audio tapes & disks
MPEG Audio Patent License Agreement dated August 9, 2002, between Koninklijke Philips Electronics N.V. and Metatec International, Inc.
EXHIBIT 10(dd) RESTRICTED SHARE AGREEMENT This agreement is made effective February 13, 2002 (the "Effective Date"), between Metatec International, Inc., an Ohio corporation (the "Company"), and Gary W. Qualmann ("Mr. Qualmann"). Background...Restricted Share Agreement • March 29th, 2002 • Metatec International Inc • Phonograph records & prerecorded audio tapes & disks • Ohio
WITNESSETH:Construction Loan Agreement • March 31st, 1999 • Metatec Corp • Phonograph records & prerecorded audio tapes & disks
EXHIBIT 10(y) January 30, 2003 Metatec International, Inc. 7001 Metatec Boulevard Dublin, OH 43017 Attn: Mr. Gary W. Qualmann, CFO Re: DVD Patent License Agreement Dear Mr. Qualmann: This letter agreement (the "Letter Agreement") is entered into...Letter Agreement • March 26th, 2003 • Metatec International Inc • Phonograph records & prerecorded audio tapes & disks
1 EXHIBIT 10(d) SECOND AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT This is an amendment made effective February 17, 1999, to the Amended and Restated Employment Agreement dated March 23, 1993 (the "Original Agreement") between Metatec...Employment Agreement • March 31st, 1999 • Metatec Corp • Phonograph records & prerecorded audio tapes & disks
EXHIBIT 10(bb) FIRST AMENDMENT TO RESTRICTED SHARE AGREEMENT This amendment is made effective March 26, 2002, between Metatec International, Inc., an Ohio corporation (the "Company"), and Christopher A. Munro ("Mr. Munro"). Background Information The...Restricted Share Agreement • March 29th, 2002 • Metatec International Inc • Phonograph records & prerecorded audio tapes & disks
