0001193125-05-239419 Sample Contracts

POINT WEST COMMERCENTRE SACRAMENTO, CALIFORNIA OFFICE LEASE AGREEMENT BETWEEN CA-POINT WEST LIMITED PARTNERSHIP, a Delaware limited partnership (“LANDLORD”) AND DIGITAL MUSICWORKS INTERNATIONAL, INC., a California corporation (“TENANT”)
Office Lease Agreement • December 9th, 2005 • Digital Music Group, Inc. • Patent owners & lessors • California

THIS OFFICE LEASE AGREEMENT (the “Lease”) is made and entered into as of the 27th day of October, 2005, by and between CA-POINT WEST LIMITED PARTNERSHIP, a Delaware limited partnership (“Landlord”) and DIGITAL MUSICWORKS INTERNATIONAL, INC., a California corporation (“Tenant”). The following exhibits and attachments are incorporated into and made a part of the Lease: Exhibit A (Outline and Location of Premises), Exhibit B (Expenses and Taxes), Exhibit C (Work Letter), Exhibit D (Commencement Letter), Exhibit E (Building Rules and Regulations), Exhibit F (Additional Provisions) and Exhibit G (Parking Agreement).

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AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG DIGITAL MUSIC GROUP, INC. AND DIGITAL MUSICWORKS INTERNATIONAL, INC. Dated as of September 12, 2005
Agreement and Plan of Reorganization • December 9th, 2005 • Digital Music Group, Inc. • Patent owners & lessors • 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”).

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