NONCOMPETITION AGREEMENTNoncompetition Agreement • July 12th, 2001 • Yahoo Inc • Services-computer integrated systems design • California
THIS NONCOMPETITION AGREEMENT (this "Agreement") is entered into as of June 27, 2001, by and between Yahoo! Inc., a Delaware corporation ("Yahoo!") and David B. Goldberg ("Employee"), an employee of Launch Media, Inc. ("Launch").
EMPLOYMENT AGREEMENTEmployment Agreement • July 12th, 2001 • Yahoo Inc • Services-computer integrated systems design • California
The following terms of employment are agreed to maintain David Goldberg ("Employee's") employment by Launch Media, Inc. (the "Company") following the acquisition of the Company by Yahoo! Inc. ("Parent") pursuant to the Agreement and Plan of Merger (the "Merger Agreement") entered into as of June 27, 2001 by and among Parent, Jewel Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Parent ("Sub"), and the Company. Capitalized terms not otherwise defined herein shall have the meanings given to them in the Merger Agreement.
STOCKHOLDERS AGREEMENTDocument Stockholders Agreement • July 12th, 2001 • Yahoo Inc • Services-computer integrated systems design • Delaware
THIS STOCKHOLDERS AGREEMENT (this "Agreement"), is entered into as of June 27, 2001, by and among Yahoo! Inc., a Delaware corporation ("Parent"), Jewel Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Parent ("Purchaser"), and certain stockholders of Launch Media, Inc., a Delaware corporation ("Launch") set forth on Schedule 1 hereto (each a "Stockholder" and collectively, the "Stockholders").
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • July 12th, 2001 • Yahoo Inc • Services-computer integrated systems design • California
THIS INTELLECTUAL PROPERTY SECURITY AGREEMENT (hereinafter referred to as the "Agreement"), is dated as of May 25, 2001, by and between Launch Media, Inc., a Delaware corporation with a principal place of business located at 2700 Pennsylvania Avenue, Santa Monica, California 90404 (hereinafter referred to as the "Company"), and Yahoo! Inc., a Delaware corporation with a principal place of business located at 701 First Avenue, Sunnyvale, California 94089 (hereinafter referred to as the "Secured Party").
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • July 12th, 2001 • Yahoo Inc • Services-computer integrated systems design • California
This Loan and Security Agreement is made as of May 25, 2001 (this "Agreement") by and between Launch Media, Inc., a Delaware corporation having its principal place of business at 2700 Pennsylvania Avenue, Santa Monica, California 90404 (the "Borrower") and Yahoo! Inc., a Delaware corporation, having its principal place of business at 701 First Avenue, Sunnyvale, California 94089 (the "Lender").
July 2, 2001 Robert Roback Launch Media, Inc. 2700 Pennsylvania Avenue Santa Monica, California 90404 Dear Robert:Confidentiality Agreement • July 12th, 2001 • Yahoo Inc • Services-computer integrated systems design
Reference is made to the Confidentiality Agreement (the "Confidentiality Agreement") dated April 27, 2000 between Launch Media, Inc. ("Launch") and Yahoo! Inc. ("Yahoo!"). Capitalized terms not otherwise defined herein shall have the meanings given to them in the Confidentiality Agreement. By executing this letter, Launch and Yahoo hereby confirm that Information exchanged by the parties subsequent to the execution of the Agreement and Plan of Merger dated June 27, 2001 by and among Yahoo!, Jewel Acquisition Corporation and Launch is provided in the course of the evaluation of the Transaction, constitutes Provided Information and is subject to the terms and conditions of the Confidentiality Agreement.
Dated: April 27, 2000 CONFIDENTIALITY AGREEMENTConfidentiality Agreement • July 12th, 2001 • Yahoo Inc • Services-computer integrated systems design • California
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • July 12th, 2001 • Yahoo Inc • Services-computer integrated systems design
This First Amendment to Loan and Security Agreement (this "First Amendment") is made by and between Launch Media, Inc., a Delaware corporation ("Borrower") and Yahoo! Inc., a Delaware corporation ("Lender") as of this 27 day of June 2001. All capitalized terms used herein shall have the meaning set forth in the Loan and Security Agreement (as defined below) unless otherwise stated.
AGREEMENT AND PLAN OF MERGERDocument Agreement and Plan of Merger • July 12th, 2001 • Yahoo Inc • Services-computer integrated systems design • Delaware
THIS AGREEMENT AND PLAN OF MERGER is entered into as of June 27, 2001 (this "Agreement"), by and among Yahoo! Inc. a Delaware corporation ("Yahoo!"), Jewel Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Yahoo! ("Purchaser"), and Launch Media, Inc., a Delaware corporation ("Launch").
