ROXIO, INC.

PURCHASE AGREEMENT

THIS PURCHASE AGREEMENT (this Agreement) is made as of the 12th day of January, 2004, by and between Roxio, Inc., a corporation organized under the laws of the State of Delaware (the Company), with its principal offices at 455 El Camino Real, Santa Clara, California 95050, and the purchaser whose name and address is set forth on the signature page hereof (the Purchaser).

RECITALS

A. The Company desires to issue and sell shares of the Companys Common Stock (as defined in Section 1) in a private placement (the Offering).

B. In furtherance of the Offering, the Company has prepared and delivered to the Purchaser a confidential private placement memorandum dated as of January 5, 2004 (such confidential private placement memorandum, as amended or supplemented, including all documents incorporated by reference therein, including any SEC Filings (as defined in Section 4.15) and any other documents incorporated by reference pursuant to Section 4.15 herein that are filed at least five (5) days prior to the date hereof, collectively, the Private Placement Memorandum).

C. The Purchaser desires, upon the terms and conditions set forth in this Agreement, to purchase shares of the Companys Common Stock in the Offering.

D. The Company and the Purchaser are executing and delivering this Agreement in reliance upon the exemption from securities regulation afforded by Section 4(2) of the Securities Act (as defined in Section 3) and Rule 506 under Regulation D.

IN CONSIDERATION of the premises and mutual covenants contained in this Agreement and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree as follows:

SECTION 1. Authorization of Sale of the Shares. Subject to the terms and conditions of this Agreement, the Company has authorized the sale of up to 5,500,000 shares (the Shares) of common stock, par value $0.001 per share (the Common Stock), of the Company at a purchase price of $4.10 per Share. The Company reserves the right to increase or decrease the aggregate number of Shares of Common Stock sold in this private placement prior to the Closing Date (as defined in Section 3).

SECTION 2. Agreement to Sell and Purchase the Shares. At the Closing (as defined in Section 3), the Company will sell to the Purchaser and the Purchaser will buy from the Company, upon the terms and conditions hereinafter set forth, the number of Shares set forth on the signature page hereto. The Company proposes to enter into this same form of purchase agreement with certain other investors (the Other Purchasers) and expects to complete sales of the Shares to them. The Purchaser and the Other Purchasers are hereinafter sometimes

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collectively referred to as the Purchasers, and this Agreement and the agreements executed by the Other Purchasers are hereinafter sometimes collectively referred to as the Agreements. Notwithstanding any contrary provisions of the Agreements, the obligations of each Purchaser are several and not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the performance of the obligations of any other Purchaser. Nothing contained herein, and no action taken by any Purchaser, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Agreements. Each Purchaser shall be entitled to independently protect and enforce its rights, including without limitation the rights arising out of its Agreement and it shall not be necessary for any other Purchaser to be joined as an additional party in any proceeding for such purpose. The term Placement Agents shall mean Lehman Brothers Inc. and Piper Jaffray & Co.

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