0000950133-02-001310 Sample Contracts

Contract
Audible Inc • April 1st, 2002 • Services-business services, nec • New York

THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR EXEMPTION FROM REGISTRATION UNDER THE FOREGOING LAWS.

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PURCHASE AGREEMENT
Purchase Agreement • April 1st, 2002 • Audible Inc • Services-business services, nec • New York

THIS PURCHASE AGREEMENT (“Agreement”) is made as of the 25th day of January, 2002 by and among Audible, Inc., a Delaware corporation (the “Company”), and the Investors set forth on the signature pages affixed hereto (each an “Investor” and collectively the “Investors”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 1st, 2002 • Audible Inc • Services-business services, nec • New York

This Registration Rights Agreement (the “Agreement”) is made and entered into as of this 15th day of February, 2002 by and among Audible, Inc., a Delaware corporation (the “Company”), and the “Investors” named in that certain Purchase Agreement by and among the Company and the Investors (the “Purchase Agreement”).

AMENDMENT NO. 1 TO CO-BRANDING, MARKETING AND DISTRIBUTION AGREEMENT
Marketing and Distribution Agreement • April 1st, 2002 • Audible Inc • Services-business services, nec

This Amendment No. 1 to Co-Branding, Marketing and Distribution Agreement (this “Amendment”) dated as of January 24, 2001 (the “Amendment Effective Date”), is made and entered into by and between Amazon.com Commerce Services, Inc., a Delaware corporation (“ACSI”), and Audible Inc., a Delaware corporation (“Company”) with respect to that certain Co-Branding, Marketing and Distribution Agreement between the Parties dated as of January 30, 2000 (the “Agreement”). All capitalized terms used in this Amendment and not otherwise defined shall have the meaning attributed to them in the Agreement. References to Section numbers below are references to Sections of the Agreement unless otherwise specified.

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