ASSET PURCHASE AGREEMENT

This Asset Purchase Agreement (Agreement) is dated as of January 11, 2007 (Effective Date), between Napster, LLC, a Delaware limited liability company with principal offices located at 9044 Melrose Avenue, Los Angeles, California 90069 (Buyer), AOL LLC (for certain limited purposes under Section 12.5, Article 14, Article 15, and Article 16 below), a Delaware limited liability company with principal offices located at 22000 AOL Way, Dulles, Virginia 20166 (AOL) and AOL Music Now LLC, a Delaware limited liability company with principal offices located at 550 West Washington Boulevard, Chicago, Illinois 60661 (Seller). Buyer and Seller are, from time to time, referred to individually as a party and jointly or collectively as the parties.

RECITALS

WHEREAS, Seller desires to sell the Assets (as herein defined) to Buyer and Buyer desires to purchase the Assets from Seller for the consideration, terms and conditions set forth in this Agreement.

NOW, THEREFORE, the parties, intending to be legally bound, agree as follows:

AGREEMENT

The following definitions shall apply for purposes of this Agreement:

Advertising Agreement means an advertising agreement as executed by the parties in a form attached to this Agreement as Exhibit C.

Affiliate means a Person that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with, a specified Person.

Assets have the meaning set forth in Section 2.1.

Assignment and Assumption Agreement has the meaning set forth in Section 3.1.1.

Assumed Liabilities has the meaning set forth in Section 2.3.

Baseline Calculation Date has the meaning set forth in Section 2.2.2(b).

Buyer has the meaning set forth in the first paragraph of this Agreement.

Cash Purchase Price has the meaning set forth in Section 2.2.

Closing has the meaning set forth in Section 2.5.

Closing Date means the date of the Closing.

Contemplated Transactions means all of the transactions contemplated by this Agreement.

Customer means an end user of the Music Now Service who has either made purchases from, or otherwise registered with, the Music Now Service, including users who as of the Effective Date are on a subscription plan (including Trial Subscribers).

Customer Database means the following information in a digital form, as prepared and delivered in accordance with the Transition Plan, relating to each Subscriber and Shopper to the extent collected by Seller: [***]. For purposes of clarity, the information described above include only information of those Subscribers and Shoppers who do not opt-out of transitioning to the Napster Service in accordance with the Subscriber Notification procedures set forth in the Transition Plan.

Deposit shall have the meaning set forth in Section 2.2.1 below.

Disclosure Schedules means the disclosure schedules attached to Exhibit F to this Agreement.

Final Cash Purchase Price shall have the meaning set forth in Section 2.2.2.

Final Payment Date shall have the meaning set forth in Section 2.2.2.

Laws mean any federal, state, local, municipal, foreign, international, multinational or other constitution, law, ordinance, principle of common law, code, regulation, statute or treaty.

Liability means, with respect to any Person, any liability or obligation of such Person of any kind, character or description, whether known or unknown, absolute or contingent, accrued or unaccrued, disputed or undisputed, liquidated or unliquidated, secured or unsecured, joint or several, due or to become due, vested or unvested, executory, determined, determinable or otherwise, and whether or not the same is required to be accrued on the financial statements of such Person.

Lien means any claim, charge, easement, encumbrance, security interest, lien, option to acquire or dispose of, pledge, or restriction on voting, sale, transfer, or disposition, whether imposed by agreement, understanding, law, equity or otherwise.

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