FORM OF DIGITAL MUSIC GROUP, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • September 29th, 2005 • Digital Music Group, Inc. • Delaware
This Indemnification Agreement (“Agreement”) is made as of September , 2005, by and between Digital Music Group, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
EMPLOYMENT AGREEMENTEmployment Agreement • September 29th, 2005 • Digital Music Group, Inc. • California
This Employment Agreement (the “Agreement”) is entered into as of September 13, 2005, and shall become effective on the closing of the Merger (as defined below) (the “Effective Date”), between Digital Music Group, Inc., a Delaware corporation with its principal offices located at 1545 River Park Drive, Suite 210 Sacramento, CA 95815 (the “Company”), and Peter Koulouris, a resident of California (the “Executive”).
FOUNDER’S RESTRICTED STOCK PURCHASE AGREEMENTRestricted Stock Purchase Agreement • September 29th, 2005 • Digital Music Group, Inc. • California
This Founder’s Restricted Stock Purchase Agreement (the “Agreement”) is made as of March 21, 2004, by and between Digital Musicworks International, Inc., a California corporation (the “Company”), and Peter Koulouris, the (“Purchaser”).
DIGITAL MUSIC DOWNLOAD SALES AGREEMENTDigital Music Download Sales Agreement • September 29th, 2005 • Digital Music Group, Inc. • California
This Agreement is by and between APPLE and COMPANY, as identified in the Cover Sheet attached hereto and is entered into as of the date this Agreement is signed by both APPLE and COMPANY (the “Effective Date”).
EXECUTIVE’S RESTRICTED STOCK PURCHASE AGREEMENT’s Restricted Stock Purchase Agreement • September 29th, 2005 • Digital Music Group, Inc. • California
This Executive’s Restricted Stock Purchase Agreement (the “Agreement”) is made as of August 26, 2005, by and between Online Music Corporation, a Delaware corporation (the “Company”), and Peter Koulouris (the “Purchaser”).
NON-COMPETITION AND NON-SOLICITATION AGREEMENTNon-Competition and Non-Solicitation Agreement • September 29th, 2005 • Digital Music Group, Inc. • California
THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is made and entered into as of September 12, 2005 by and among Digital Music Group, Inc., a Delaware corporation (“DMG”), and the undersigned shareholder (“Shareholder”) of Digital Musicworks International, Inc., a California corporation (the “Company”). The Closing Date (as defined in the Merger Agreement (as defined below)) shall be the “Effective Date” of this Agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • September 29th, 2005 • Digital Music Group, Inc. • California
This Employment Agreement (the “Agreement”) is entered into as of September 26, 2005, and shall become effective upon the closing of the Merger (as defined below) so long as Executive is an employee of the Company at such time (the “Effective Date”), between Digital Music Group, Inc., a Delaware corporation with its principal offices located at 1545 River Park Drive, Suite 210, Sacramento, CA 95815 (the “Company”), and Cliff Haigler, a resident of Massachusetts (the “Executive”).
DISTRIBUTION AGREEMENTDistribution Agreement • September 29th, 2005 • Digital Music Group, Inc. • England
THIS AGREEMENT is made the 29th day of September 2005 BETWEEN LICENSEMUSIC.COM ApS of Gammel Strand 42, P.O. Box 1142, DK-1010 Copenhagen K, Denmark (hereinafter referred to as “LM.COM” which expression shall include its successors and permitted assignees) of the one part and Digital Musicworks International Inc of 1545 River Park Drive, Suite 210 Sacramento, CA 95219 USA (hereinafter referred to as “DMI”) which expression shall also include its successors and permitted assignees of the other part
DIGITAL RIGHTS PURCHASE AGREEMENTDigital Rights Purchase Agreement • September 29th, 2005 • Digital Music Group, Inc. • California
THIS DIGITAL RIGHTS PURCHASE AGREEMENT (hereinafter, “Agreement”) shall constitute and set forth the terms and conditions by which PRIME ENTERTAINMENT GROUP, INC. (hereinafter, “SELLER”) agrees to sell, and DIGITAL MUSICWORKS INTERNATIONAL, INC., (hereinafter, “BUYER”) agrees to buy, the exclusive Digital Rights (hereinafter, “Digital Rights”) to the Master Recordings (hereinafter, “Masters”) owned by SELLER and generally referred to as the PRIME and RCA Masters (hereinafter, individually as “Catalog” or collectively as “Catalogs”), on the following terms and conditions:
AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG DIGITAL MUSIC GROUP, INC. AND DIGITAL MUSICWORKS INTERNATIONAL, INC. Dated as of September 12, 2005Agreement and Plan of Reorganization • September 29th, 2005 • Digital Music Group, Inc. • Delaware
THIS AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”) is made and entered into as of September 12, 2005 by and among Digital Music Group, Inc., a Delaware corporation (“Acquiror”) and Digital Musicworks International, Inc., a California corporation (the “Company”).
DIGITAL MUSICWORKS INTERNATIONAL, INC. SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT SEPTEMBER 8, 2005Stockholders Agreement • September 29th, 2005 • Digital Music Group, Inc. • California
This Amended and Restated Stockholders Agreement (the “Agreement”) is made as of September 8, 2005 by and among Digital Musicworks International, Inc., a California corporation (the “Company”), Mitch Koulouris and Peter Koulouris (together, the “Founders”), the holders of the Company’s Series A Preferred Stock listed on Exhibit A hereto (the “Existing Holders”), and the purchasers of the Company’s Series B Preferred Stock (the “Purchasers”). Additional persons may be added as parties to this Agreement as contemplated herein and each such addition will be evidenced by such person’s execution of a signature page hereto.
Portal AgreementPortal Agreement • September 29th, 2005 • Digital Music Group, Inc. • New York
This Agreement made this 9 day of SEPT, 2004 describes the legal relationship between Green Linnet Records, Inc. (Hereinafter referred to as Label) and Rio Bravo Entertainment, LLC. d/b/a Psychobaby (collectively with our licensees and assignees referred to in this Agreement as “Psychobaby)
DEAL MEMORANDUMDeal Memorandum • September 29th, 2005 • Digital Music Group, Inc.
THIS MEMORANDUM DATED February 7, 2005 (“Effective Date”) and stating the terms and conditions to which the undersigned have agreed by their mutual assent, shall constitute and set forth the basic terms by which CARINCO AG (hereinafter, “CARINCO”) agrees to purchase the exclusive Digital Download Rights (hereinafter, “Rights”) in and to the Master Recordings (hereinafter, “Masters”) for the distribution and sale in the Territory, and DIGITAL MUSICWORKS INTERNATIONAL, INC., (hereinafter, “DMI”) agrees to acquire by such license the collection of Masters owned by CARINCO and generally referred to as Catalog, on the following terms and conditions:
ASSET PURCHASE AGREEMENT BY AND BETWEEN DIGITAL MUSIC GROUP, INC. RIO BRAVO ENTERTAINMENT, LLC DOING BUSINESS AS PSYCHOBABY, RICHARD REES AND MARC KORDELOS SEPTEMBER 22, 2005Asset Purchase Agreement • September 29th, 2005 • Digital Music Group, Inc. • Delaware
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is entered into as of September 22, 2005, by and between Digital Music Group, Inc., a Delaware corporation (“Buyer”), and Rio Bravo Entertainment, LLC, doing business as Psychobaby, a Delaware limited liability Seller (the “Seller”), and Richard Rees and Marc Kordelos (the “Selling Members”). Each of Buyer, the Seller and the Selling Members may be referred to hereinafter as a “Party” and collectively, as the “Parties.” Certain capitalized terms shall have the meanings given to them in ARTICLE I.
Digital Distribution AgreementDistribution Agreement • September 29th, 2005 • Digital Music Group, Inc. • New York
This Agreement made this 1 day of October, 2005 describes the legal relationship between Fullfill aka Artful Records (Hereinafter referred to as “Label”) and Rio Bravo Entertainment, LLC. d/b/a Psychobaby (collectively with our licensees and assignees referred to in this Agreement as “Psychobaby.”)
DEAL MEMORANDUMDeal Memorandum • September 29th, 2005 • Digital Music Group, Inc.
THIS MEMORANDUM DATED JUNE 15, 2005 (“Effective Date”) and stating the terms and conditions to which the undersigned have agreed by their mutual assent, shall constitute and set forth the basic terms by which SAN JUAN MUSIC GROUP (hereinafter, “LICENSOR”) agrees to license the exclusive Digital Download Rights (hereinafter, “Rights”) in and to the Master Recordings (hereinafter, “Masters”) for the distribution and sale in the Territory, and DIGITAL MUSICWORKS INTERNATIONAL, INC., (hereinafter, “DMI”) agrees to acquire by such license the collection of Masters owned by LICENSOR and generally referred to as Catalog, on the following terms and conditions:
DIGITAL RIGHTS PURCHASE AGREEMENTDigital Rights Purchase Agreement • September 29th, 2005 • Digital Music Group, Inc. • California
THIS AGREEMENT (“Agreement”) DATED August 26th, 2005 (“Effective Date”) and stating the terms and conditions to which the undersigned have agreed by their mutual assent, shall constitute and set forth the terms by which CASCADE GmbH (hereinafter, (“OWNER”) agrees to sell the exclusive Digital Download Rights (hereinafter, “Rights”) in and to the Master Recordings (hereinafter, “Masters”) for the distribution and sale in the Territory, and Digital Music Works International (hereinafter, “DMI”) agrees to purchase the collection of Masters (“Catalog”) owned by OWNER, on the following terms and conditions:
LANDLORD CONSENT TO SUBLEASESublease Agreement • September 29th, 2005 • Digital Music Group, Inc.
THIS LANDLORD CONSENT TO SUBLEASE (“Consent Agreement”) is entered into as of the 28th day of October, 2004, by and among CA-POINT WEST LIMITED PARTNERSHIP, a Delaware limited partnership (“Landlord”), GILBERT J. MAMLGREN INC., a California corporation (“Sublandlord”), and DIGITAL MUSICWORKS INTERNATIONAL, INC., a California corporation (“Subtenant”).
NON-COMPETITION AND NON-SOLICITATION AGREEMENTNon-Competition and Non-Solicitation Agreement • September 29th, 2005 • Digital Music Group, Inc. • California
THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is made and entered into as of September 22, 2005 by and among Digital Music Group, Inc., a Delaware corporation (“DMG”), and the undersigned member (“Member”) of Rio Bravo Entertainment, LLC. Doing business as Pyschobaby, a Delaware limited liability company (the “Company”). The Closing Date (as defined in the Asset Purchase Agreement (as defined below)) shall be the “Effective Date” of this Agreement.
