EXHIBIT 10.4
DATED FEBRUARY 25, 2005
LOUDEYE CORP.
(as Loudeye)
- and -
THE SEVERAL PERSONS LISTED IN SCHEDULE 1
(as the Obligors)
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AGREEMENT TO AMEND CERTAIN TERMS OF THE DEED POLL OF WARRANTY AND INDEMNITY
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[▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LOGO]
London
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CONTENTS
Clause Page
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1. Interpretation....................................................................................1
1.1 Definitions.................................................................................1
1.2 Construction of certain references..........................................................2
2. Effectiveness of Certain Provisions of this Agreement.............................................3
3. Escrow Arrangements...............................................................................3
4. Orderly Sales Provisions..........................................................................6
5. Announcements.....................................................................................6
6. Costs.............................................................................................6
7. Law and jurisdiction and third party rights.......................................................7
7.1 English law.................................................................................7
7.2 Jurisdiction................................................................................7
7.3 Contracts (Rights of Third Parties) Act 1999................................................7
8. Notices...........................................................................................7
SCHEDULE 1: Former OD2 Shareholders........................................................Schedule 1-1
i
THIS AGREEMENT TO AMEND CERTAIN TERMS OF THE DEED POLL OF WARRANTY AND INDEMNITY
is made on February 25, 2005
BETWEEN
(1) LOUDEYE CORP. ("LOUDEYE") a Delaware corporation with its principal
place of business at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇; and
(2) THE SEVERAL PERSON LISTED IN SCHEDULE 1 (the "OBLIGORS").
BACKGROUND
(A) Pursuant to an offer document dated 22 June, 2004, Loudeye acquired
100% of the issued share capital of On Demand Distribution Limited
("OD2") from the Former OD2 Shareholders in June 2004 and August 2004
(the "ACQUISITION").
(B) Under the terms of the Acquisition, the Former OD2 Shareholders agreed
to sell their entire interest in the issued share capital of OD2 to
Loudeye in exchange for (i) Loudeye Shares, (ii) the right to receive
four instalments of deferred consideration payable in cash (or in
Loudeye Shares at the election of Loudeye) at specific dates following
completion of the Acquisition ("DEFERRED CONSIDERATION"), and (iii)
contingent upon OD2 achieving certain financial performance targets,
additional instalments of cash (or Loudeye Shares at the election of
Loudeye) in respect of four earn-out periods commencing June 2004 and
ending November 2006 ("CONTINGENT CONSIDERATION").
(C) Pursuant to the Acquisition Amendment (and subject to the effectiveness
thereof), Loudeye and the Former OD2 Shareholders have agreed to amend
the terms of the Acquisition such that Loudeye shall (i) satisfy its
obligation to make the final two instalment payments of Deferred
Consideration (currently scheduled for May 2005 and November 2005) by
issuing Loudeye Shares to the Former OD2 Shareholders pursuant to the
Acquisition Amendment and (ii) make two cash payments to the Former OD2
Shareholders in exchange for the Former OD2 Shareholders' release and
waiver of any rights they may have to receive any Contingent
Consideration in the future, in each case subject to the terms and
conditions of the Acquisition Amendment.
(D) Loudeye and the Obligors desire to amend certain terms of the Deed
Poll, subject to the terms and conditions of this Agreement.
NOW IT IS HEREBY AGREED as follows:
1. Interpretation
1.1 Definitions
In this Agreement, including the Background and Schedule (which shall
be deemed to be part of and construed as one with this Agreement) the
following terms shall, where the context admits, have the meanings
hereby assigned to them:
"ACQUISITION AMENDMENT" means the Agreement to Amend Certain Terms of
Acquisition of On Demand Distribution Limited entered into as of the
date hereof between Loudeye, the Obligors and other Former OD2
Shareholders;
"AGREEMENT" means this Agreement to Amend Certain Terms of the Deed
Poll of Warranty and Indemnity;
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"BUSINESS DAY" means a day (other than a Saturday or Sunday) on which
banks are open for ordinary banking business in London and Seattle,
Washington USA;
"CASH PAYMENT" has the meaning assigned to such term in the Acquisition
Amendment;
"CUT-OFF TIME" has the meaning assigned to such term in the Acquisition
Amendment;
"DEED POLL" means the deed poll of warranty and indemnity made by the
Obligors dated 22 June 2004;
"EFFECTIVE DATE" has the meaning assigned to such term in the
Acquisition Amendment;
"EFFECTIVE TIME" has the meaning assigned to such term in the
Acquisition Amendment;
"FIRST CASH PAYMENT" has the meaning assigned to such term in the
Acquisition Amendment;
"FORMER OD2 SHAREHOLDERS" has the meaning assigned to such term in the
Acquisition Amendment;
"LAW" or "LAWS" means all applicable legislation, statutes, directives,
regulations, judgments, decisions, decrees, orders, instruments,
by-laws, and other legislative measures or decisions having the force
of law, treaties, conventions and other agreements between states, or
between states and the European Union or other supranational bodies,
rules of common law, customary law and equity, all civil and other
codes and all other laws of, or having effect in, any jurisdiction from
time to time and whether before or after the date of this Agreement;
"LOCKUP SHARES" has the meaning assigned to such term in the
Acquisition Amendment;
"LOCKUP EXPIRATION DATE" has the meaning assigned to such term in the
Acquisition Amendment;
"OFFER DOCUMENT" means the document dated 22 June, 2004 setting out the
terms of the offer from Loudeye to acquire the entire issued share
capital of OD2;
"SECOND CASH PAYMENT" has the meaning assigned to such term in the
Acquisition Amendment; and
"TRANSFER" means, with respect to any Loudeye Shares, any direct or
indirect sale, any offer to sell, any contract to sell (including,
without limitation, any short sale), the grant of any option to
purchase, or any other transfer or disposition of Loudeye Shares, or
the entry into a hedging or other transaction that transfers the
economic consequences of holding the Loudeye Shares.
1.2 Construction of certain references
In this Agreement, where the context admits:
(A) Unless otherwise defined herein, words and phrases the
definitions of which are contained or referred to in the Deed
Poll shall have the same meaning in this Agreement;
(B) words and phrases the definitions of which are contained or
referred to in Part XXVI Companies Act 1985 shall be construed
as having the meanings thereby attributed to them;
(C) every reference to a particular statutory provision or other
Law shall be construed also as a reference to all other Laws
made under the Law referred to, and to all such Laws as
2
amended, re-enacted, consolidated or replaced or as their
application or interpretation is affected by other Laws from
time to time, and whether before or after the date of this
Agreement;
(D) references to clauses and schedules are references to clauses
of and schedules to this Agreement, and references to this
Agreement include the schedules to this Agreement;
(E) references to the singular shall include the plural and vice
versa and references to the masculine, the feminine and the
neuter shall include each other such gender;
(F) "person" includes any individual, partnership, company, body
corporate, corporation sole or aggregate, state or agency of a
state, and any unincorporated association or organisation, in
each case whether or not having separate legal personality,
and shall include any trade union;
(G) "company" includes any body corporate; and
(H) references to the "parties" or to a "party" to this Agreement
shall mean the parties to this Agreement (or any one of them)
including their permitted successors and assigns.
2. Effectiveness of Certain Provisions of this Agreement
Notwithstanding anything to the contrary herein, the provisions of
Clauses 3.1 and 4.1 of this Agreement shall become effective and
binding on the parties with effect from and conditional upon the
Effective Time occurring under the Acquisition Amendment. If the
Effective Time does not occur under the Acquisition Amendment (and at
all times prior to the occurrence of the Effective Time), the
provisions of Clauses 3.1 and 4.1 shall be not be binding on the
parties hereto. All other provisions of this Agreement shall be
effective and binding upon the parties hereto upon the execution of
this Agreement by the parties hereto.
3. Escrow Arrangements
3.1 Notwithstanding the terms of Schedule 9 to the Deed Poll, the parties
agree that if the Effective Time occurs:
(A) Loudeye shall continue to retain the Loudeye Shares issued by
it prior to the date hereof that are currently being held by
Loudeye as Escrow Shares (in the amounts set forth in column 3
of Schedule 1 hereto), and such Loudeye Shares shall continue
to constitute Escrow Shares and shall be held subject to the
terms and conditions of Schedule 9 to the Deed Poll; and
(B) Each of the Obligors irrevocably directs Loudeye to (and
consents and agrees to) Loudeye retaining from each Obligor's
aggregate entitlement to Cash Payments and Accelerated
Consideration Shares pursuant to the Acquisition Amendment,
the amount of cash set forth opposite such Obligor's name in
column 4 of Schedule 1 hereto (the "ACCELERATED CONSIDERATION
ESCROW CASH") and the number of Accelerated Consideration
Shares set forth opposite such Obligor's name in column 5 of
Schedule 1 hereto (the "ACCELERATED CONSIDERATION ESCROW
SHARES"). The Accelerated Consideration Escrow Cash and
Accelerated Consideration Escrow Shares retained by Loudeye
pursuant to this Clause 3.1(B) shall be treated as Escrow Cash
and Escrow Shares, respectively, for purposes of Schedule 9 to
the Deed Poll, shall be held subject to the terms and
conditions of Schedule 9 to the Deed Poll and shall be deemed
to satisfy all retentions which Loudeye would otherwise be
permitted to make pursuant to Schedule 9 to the Deed Poll in
respect of
3
the Cash Payments and the Accelerated Consideration Shares;
provided that Loudeye shall itself hold back the Accelerated
Consideration Escrow Cash in lieu of depositing such amounts
in an Escrow Account. For the avoidance of doubt, Loudeye
shall only be entitled to retain 50% of the Accelerated
Consideration Escrow Cash upon payment of the First Cash
Payment with the remaining 50% being retained upon payment of
the Second Cash Payment.
(C) ▇▇▇▇ Large agrees that:
(a) either (i) he shall deposit with Loudeye (and agrees that
Loudeye may retain) the number of Loudeye Shares opposite his
name in column 6 of Schedule 1 hereto as Escrow Shares
(subject to the terms and conditions of Schedule 9 to the Deed
Poll) as and when he exercises options held by him with
respect to the Large Escrow Shares (as defined below); or (ii)
he shall leave unexercised sufficient number of options as
represents that number of Loudeye Shares opposite his name in
column 6 of Schedule 1, (such shares, the "LARGE ESCROW
SHARES") (and the obligations in this clause shall be in
substitution for his obligations under paragraphs 2.1 and 2.2
of Schedule 9 of the Deed Poll); and
(b) if at any time when he still holds options to purchase Loudeye
Shares he would, if such options had been exercised at that
time, have become obliged pursuant to the terms of the Deed
Poll to waive his right to such Loudeye Shares which would
fall to be issued upon exercise of such options, Loudeye shall
be entitled to cancel his options to purchase the Loudeye
Shares which he would otherwise have waived the right to
receive.
(D) The following amendments shall be made to Schedule 9 to the Deed Poll:
(a) in paragraph 6.1, the definition of "B" shall be amended to
read "a fraction, the numerator of which is the aggregate
amount of the relevant Obligor's Escrow Cash, and the
denominator of which is the aggregate amount of Escrow Cash of
all Obligors";
(b) in paragraph 6.2, the definition of "B" shall be amended to
read "a fraction, the numerator of which is the aggregate
number of the relevant Obligor's Escrow Shares (and/or options
over Large Escrow Shares as the case may be), and the
denominator of which is the aggregate amount of Escrow Shares
of all Obligors ( and including where applicable options to
acquire Large Escrow Shares)";
(c) in paragraph 6.6, the words "percentage proportions set out in
paragraph 2.1" shall be replaced with the words "manner
described in the foregoing provisions of this paragraph 6".
3.2 Notwithstanding the terms of Schedule 9 to the Deed Poll, the parties
agree that if the Effective Time does not occur on or prior to the
Cut-off Time, then with effect from the Cut-off Time:
(A) Loudeye shall continue to retain the Loudeye Shares issued by
it prior to the date hereof that are currently being held by
Loudeye as Escrow Shares (in the amounts set forth in column 3
of Schedule 1 hereto), and such Loudeye Shares shall continue
to constitute Escrow Shares and shall be held subject to the
terms and conditions of Schedule 9 to the Deed Poll; provided
that if Loudeye receives written instructions from the
Obligors that the amounts of such Escrow Shares being held in
escrow are to be reallocated amongst the Obligors (subject to
such instructions providing that the aggregate number of
Loudeye
4
Shares to be held in escrow by Loudeye shall remain
unchanged), then the parties shall take such actions as may be
necessary (including the release by Loudeye of the applicable
number of Escrow Shares to certain Obligors and the delivery
to Loudeye of the applicable number of additional Loudeye
Shares by other Obligors) to adjust the amounts of Loudeye
Shares that are currently being held by Loudeye as Escrow
Shares such that Loudeye retains from each Obligor the number
of Loudeye Shares specified in such notice, and such Loudeye
Shares shall continue to constitute Escrow Shares and shall be
held subject to the terms and conditions of Schedule 9 to the
Deed Poll; and
(B) Loudeye shall continue to withhold an aggregate of 15% of any
payments of cash or Loudeye Shares made pursuant to the Offer
Document (including pursuant to any promissory note) that may
be made in the future (the "Future Escrow Withholding Amount")
which amount shall be withheld from the payments to be made to
the Obligors based on each Obligor's Relevant Percentage;
provided that if Loudeye receives written instructions from
the Obligors that any Future Escrow Withholding Amount should
be withheld from the Obligors in different proportions,
Loudeye shall follow (and be entitled to rely on) such
instructions (it being understood that any such instructions
shall allocate the entire applicable Future Escrow Withholding
Amount(s) to be withheld amongst the Obligors).
(C) The following amendments shall be made to Schedule 9 to the
Deed Poll:
(a) in paragraph 6.1, the definition of "B" shall be
amended to read "a fraction, the numerator of which
is the aggregate amount of the relevant Obligor's
Escrow Cash, and the denominator of which is the
aggregate amount of Escrow Cash of all Obligors";
(b) in paragraph 6.2, the definition of "B" shall be
amended to read "a fraction, the numerator of which
is the aggregate number of the relevant Obligor's
Escrow Shares (and/or ▇▇▇▇ Large's options over
Loudeye Shares that ▇▇▇▇ Large is obligated to
deposit in escrow as the case may be), and the
denominator of which is the aggregate amount of
Escrow Shares of all Obligors (and including where
applicable ▇▇▇▇ Large's options to acquire Loudeye
Shares that ▇▇▇▇ Large is obligated to deposit in
escrow)";
(c) in paragraph 6.6, the words "percentage proportions
set out in paragraph 2.1" shall be replaced with the
words "manner described in the foregoing provisions
of this paragraph 6".
This Clause 3.2 shall not become effective if the Effective Time occurs
on or prior to the Cut-Off Time.
3.3 For the avoidance of doubt, in the event of any discrepancy between the
applicable terms of this Clause 3 and:
(A) the terms of the Offer Document;
(B) the terms of the Deed Poll; or
(C) the terms of any Promissory Note,
5
the terms of this Clause 3 shall prevail in all respects
irrespective of whether the Offer, Deed Poll or Promissory
Notes contain any terms to the effect that the terms of such
document are the whole agreement between the parties.
4. Orderly Sales Provisions
4.1 The parties agree that Schedule 13 of the Deed Poll (subject to the
exempt disposals set out in paragraph 7 of Schedule 13) shall continue
to apply to all Transfers of Loudeye Shares by the Obligors, except
that if the Effective Time occurs, the table in paragraph 3 of Schedule
13 of the Deed Poll shall be replaced with the following table:
Prior Day Average Daily Trading
Price as a % of VWAP Maximum Daily Trading as % of ADTV
------------------------------- ----------------------------------
Greater than 150% Up to 50%
> 115% to 150% Up to 35%
> 110% to 115% Up to 30%
> 105% to 110% Up to 25%
> 100% to 105% Up to 20%
> 95% to 100% Up to 15%
> 90% to 95% Up to 10%
> 85% to 90% Up to 10%
Less than 85% Up to 10%
4.2 The parties agree that the definition of "AVERAGE DAILY TRADING PRICE"
for the purposes of Schedule 13 of the Deed Poll shall be replaced with
the following definition:
"AVERAGE DAILY TRADING PRICE" means the average trading price of
Loudeye Shares on NASDAQ for the Trading Day immediately prior to the
Proposed Sale Date (determined by averaging the high and low price of
the Loudeye Shares on such Trading Day).
5. Announcements
Loudeye and the Obligors agree that Loudeye will file this Agreement
(together with a summary thereof) on Form 8-K with the Securities and
Exchange Commission within one Business Day after this Agreement has
been executed and delivered by Loudeye and each of the Obligors. The
Obligors agree to treat as strictly confidential the provisions of this
Agreement until such time as the Form 8-K referenced in the preceding
sentence has been filed with the Securities and Exchange Commission.
6. Costs
Except as provided in the Acquisition Amendment in the event the
Effective Time occurs, each party shall bear its own costs and expenses
arising out of or in connection with the preparation, negotiation and
implementation of this Agreement and the arrangements contemplated
herein.
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7. Law and jurisdiction and third party rights
7.1 English law
This Agreement shall be governed by, and construed in accordance with,
English law, except that the provisions of Clause 4 of this Agreement
shall be governed by the laws of the State of Delaware, in each case
without regard to the principles of conflicts of law thereof.
7.2 Jurisdiction
In relation to any legal action or proceedings to enforce the
provisions of this Agreement or arising out of or in connection with
this Agreement ("PROCEEDINGS") each of the parties irrevocably submits
to the non-exclusive jurisdiction of the English courts and waives any
objection to Proceedings in such courts on the grounds of venue or on
the grounds that the Proceedings have been brought in an inappropriate
forum.
7.3 Contracts (Rights of Third Parties) ▇▇▇ ▇▇▇▇
A person who is not a party to this Agreement has no right under the
Contracts (Rights of Third Parties) ▇▇▇ ▇▇▇▇ to enforce any of its
terms.
8. Notices
All notices required or permitted hereunder shall be in writing and
shall be deemed effectively given: (a) upon personal delivery to the
party to be notified, (b) when sent by confirmed electronic mail, or
facsimile (subject, in the case of a facsimile, to confirmation of
uninterrupted transmission by a transmission report) if sent during
normal business hours of the recipient, or if not sent during normal
business hours of the recipient, then on the next Business Day, or (c)
two (2) days after deposit with an internationally recognized overnight
courier, specifying next day delivery, with written verification of
receipt. All communications shall be sent (i) if to Loudeye, to the
address (or electronic mail address or facsimile number) as set forth
below or to such other address or electronic mail address or facsimile
number as Loudeye may designate by ten (10) days advance written notice
to the other parties hereto and (ii) if to an Obligor, to the address
(or electronic mail address or facsimile number) set forth on Schedule
1 hereto opposite such Obligor's name or to such other address or
electronic mail address or facsimile number as any Obligor may
designate by ten (10) days advance written notice to Loudeye.
TO LOUDEYE:
Loudeye Corp.
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇
Attention: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, email: ▇▇▇▇▇.▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇▇, email: ▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇
Fax: ▇▇ (▇▇▇) ▇▇▇-▇▇▇▇
AS WITNESS the hands of the parties or their duly authorised
representatives on the date first before written have executed this
Agreement as a Deed.
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SCHEDULE 1: FORMER OD2 SHAREHOLDERS
(1) NAME (2) ADDRESS, FAX AND (3) ESCROW SHARES (4) PORTION OF CASH (5) ACCELERATED (6) ▇▇▇▇ LARGE
EMAIL DETAILS CURRENTLY HELD BY PAYMENT TO (5) BE CONSIDERATION ESCROW SHARES/
LOUDEYE DEPOSITED TO ESCROW ESCROW SHARES ESCROW OPTIONS
(POUND STERLING)
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▇▇▇▇▇ Box Mill 611,274 91,047.03 107,260
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Court 497,002 59,027.96 87,208
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▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇.▇▇.▇▇
0117 9100 151
▇▇▇▇▇ ▇▇▇▇▇▇ Court 10,554 1,748.32 1,851
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
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0117 9100 151
SCHEDULE 1-1
(1) NAME (2) ADDRESS, FAX AND (3) ESCROW SHARES (4) PORTION OF CASH (5) ACCELERATED (6) ▇▇▇▇ LARGE
EMAIL DETAILS CURRENTLY HELD BY PAYMENT TO (5) BE CONSIDERATION ESCROW SHARES/
LOUDEYE DEPOSITED TO ESCROW ESCROW SHARES ESCROW OPTIONS
(POUND STERLING)
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Quester 29 Queen Anne's Gate 440,252 72,937.14 77,250
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Quester 29 Queen Anne's Gate 440,252 72,937.14 77,250
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Quester 29 Queen Anne's Gate 165,053 27,344.63 28,962
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Quester 29 Queen Anne's Gate 173,742 28,784.10 30,486
Venture ▇▇▇▇▇▇
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▇▇▇▇▇.▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇.▇▇
IEP NIF Daiwa Yaesu Buildings 32,245 5,342.10 5,658
New Tech ▇-▇-▇ ▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇ ▇▇▇▇-▇▇
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SCHEDULE 1-2
(1) NAME (2) ADDRESS, FAX AND (3) ESCROW SHARES (4) PORTION OF CASH (5) ACCELERATED (6) ▇▇▇▇ LARGE
EMAIL DETAILS CURRENTLY HELD BY PAYMENT TO (5) BE CONSIDERATION ESCROW SHARES/
LOUDEYE DEPOSITED TO ESCROW ESCROW SHARES ESCROW OPTIONS
(POUND STERLING)
-------- --------------------------- ----------------- ------------------- ---------------- ---------------
IEP NIF Daiwa Yaesu Buildings 32,245 5,342.10 5,658
New Tech ▇-▇-▇ ▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇ ▇▇▇▇-▇▇
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IEP Daiwa Yaesu Buildings 76,216 12,626.78 13,373
Partnership 1-2-1 Kyobashi
NIF New Chou-ku
Tech Fund Tokyo 104-0031
▇▇▇▇/▇▇ ▇▇▇▇▇
▇▇▇▇▇▇@▇▇▇.▇▇.▇▇
IEP Daiwa Yaesu Buildings 123,210 20,412.39 21,620
Partnership 1-2-1 Kyobashi
NIF New Chou-ku
Tech Fund Tokyo 104-0031
▇▇▇▇/▇▇ ▇▇▇▇▇
▇▇▇▇▇▇@▇▇▇.▇▇.▇▇
IEP NIF- Daiwa Yaesu Buildings 46,994 7,785.61 8,246
21-ONE ▇-▇-▇ ▇▇▇▇▇▇▇▇
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SCHEDULE 1-3
(1) NAME (2) ADDRESS, FAX AND (3) ESCROW SHARES (4) PORTION OF CASH (5) ACCELERATED (6) ▇▇▇▇ LARGE
EMAIL DETAILS CURRENTLY HELD BY PAYMENT TO (5) BE CONSIDERATION ESCROW SHARES/
LOUDEYE DEPOSITED TO ESCROW ESCROW SHARES ESCROW OPTIONS
(POUND STERLING)
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NIF Daiwa Yaesu Buildings 132,575 21,963.93 23,263
Ventures ▇-▇-▇ ▇▇▇▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ 62,198 10,304.50 10,914
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0117 9100 151
▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ 60,874 10,084.99 10,681
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0117 9100 151
SCHEDULE 1-4
(1) NAME (2) ADDRESS, FAX AND (3) ESCROW SHARES (4) PORTION OF CASH (5) ACCELERATED (6) ▇▇▇▇ LARGE
EMAIL DETAILS CURRENTLY HELD BY PAYMENT TO (5) BE CONSIDERATION ESCROW SHARES/
LOUDEYE DEPOSITED TO ESCROW ESCROW SHARES ESCROW OPTIONS
(POUND STERLING)
-------- --------------------------- ----------------- ------------------- ---------------- ---------------
Ed ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ 55,773 9,239.99 9,786
Averdieck ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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0117 9100 151
▇▇▇▇▇▇▇▇▇▇▇ Top Floor Flat 48,719 8,071.29 8,548
Pike ▇▇ ▇▇▇ ▇▇▇▇▇▇
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0117 9100 151
▇▇▇▇ Large The Malting Barn 0 0 0 34,360
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============ ============== ============ ===========
TOTALS 3,009,178 465,000.00 528,014 34,360
============ ============== ============ ===========
SCHEDULE 1-5
Executed as a Deed by )
LOUDEYE CORP. )
Acting by: )
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Authorised signatory
SIGNED AS A DEED by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
in the presence of:
......................................
Name:
Address:
Occupation:
SIGNED AS A DEED by ▇▇▇▇▇ ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
in the presence of:
......................................
Name:
Address:
Occupation:
SIGNED AS A DEED by ▇▇▇▇▇▇▇ Large /s/ ▇▇▇▇▇▇▇ Large
in the presence of:
......................................
Name:
Address:
Occupation:
SIGNED AS A DEED by ▇▇▇▇▇▇ Averdieck /w/ ▇▇▇▇▇▇ Averdieck
in the presence of:
......................................
Name:
Address:
Occupation:
S-1
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇
SIGNED AS A DEED by ▇▇▇▇ ▇▇▇▇▇▇▇
in the presence of:
......................................
Name:
Address:
Occupation:
SIGNED AS A DEED by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
in the presence of:
......................................
Name:
Address:
Occupation:
SIGNED AS A DEED by ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
in the presence of:
......................................
Name:
Address:
Occupation:
SIGNED AS A DEED by ▇▇▇▇▇ ▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇▇▇▇▇
in the presence of:
......................................
Name:
Address:
Occupation:
S-2
SIGNED AS A DEED by
QUESTER CAPITAL MANAGEMENT LIMITED
in its capacity as manager of
QUESTER VENTURE PARTNERSHIP LLP
acting by
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
, a director and ..................................
/s/ ▇.▇. ▇▇▇▇▇▇▇▇
, a director ..................................
SIGNED AS A DEED by
Quester VCT2 plc acting by
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
, a director and ..................................
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
, secretary ..................................
SIGNED AS A DEED by
Quester VCT3 plc acting by
/s/ ▇.▇. ▇▇▇▇▇▇
, a director and ..................................
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
, secretary ..................................
SIGNED AS A DEED by
Quester VCT4 plc acting by
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
, a director and ..................................
/s/ ▇.▇. ▇▇▇▇▇▇▇▇
, secretary ..................................
SIGNED AS A DEED by
Investment Enterprise Partnership 'NIF
New Technology Fund 99A' acting by
in the presence of:
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
...................................... ..................................
Name: Authorized signatory
Address:
Occupation:
S-3
SIGNED AS A DEED by
/s/ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Investment Enterprise Partnership 'NIF ..................................
New Technology Fund 99B' acting by Authorised signatory
in the presence of:
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
......................................
Name:
Address:
Occupation:
SIGNED AS A DEED by
/s/ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Investment Enterprise Partnership 'NIF ..................................
New Technology Fund 2000/01' acting by Authorised signatory
in the presence of:
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
......................................
Name:
Address:
Occupation:
SIGNED AS A DEED by
/s/ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Investment Enterprise Partnership 'NIF ..................................
New Technology Fund 2000/02' acting by Authorised signatory
in the presence of:
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
..............................................
Name:
Address:
Occupation:
SIGNED AS A DEED by
/s/ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
NIF Ventures Co. Limited acting by ..................................
Authorised signatory
in the presence of:
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
......................................
Name:
Address:
Occupation:
S-4
SIGNED AS A DEED by
/s/ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Investment Enterprise Partnership 'NIF ..................................
New Technology Fund NIF 21-One(1)' Authorised signatory
acting by
in the presence of:
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
......................................
Name:
Address:
Occupation:
S-5
