Exhibit 4.2
STOCK OPTION AGREEMENT (N2K)
STOCK OPTION AGREEMENT, dated as of October 22, 1998 (the "Agreement"),
between N2K Inc., a Delaware corporation (the "Grantee"), and CDnow, Inc., a
Pennsylvania corporation (the "Grantor").
WHEREAS, the Grantee, Exit 8 Holding Company, a Pennsylvania corporation
("NewCo"), and the Grantor are entering into an Agreement and Plan of Merger,
dated as of the date hereof (the "Merger Agreement"), which provides, among
other things, for the merger (the "N2K Merger") of a subsidiary of NewCo with
and into the Grantee and the merger (the "CDnow Merger") of another subsidiary
of NewCo with and into the Grantor, such that the Grantee and the Grantor will
become whollyowned subsidiaries of NewCo and the stockholders of the Grantee and
the Grantor will become stockholders of NewCo (the N2K Merger and the CDnow
Merger collectively, the "Mergers");
WHEREAS, pursuant to a Stock Option Agreement dated as of the date hereof
between the Grantee and the Grantor, the Grantee has granted the Grantor an
option to acquire shares of common stock of the Grantee on terms that are
substantially similar to the terms of this Agreement (the "CDnow Option");
WHEREAS, as a condition and inducement to their willingness to enter into
the Merger Agreement and the CDnow Option, the Grantee and NewCo have requested
that the Grantor grant to the Grantee an option to purchase 3,517,207 shares of
Common Stock, no par value per share, of the Grantor (the "Common Stock"), upon
the terms and subject to the conditions hereof; and
WHEREAS, in order to induce the Grantee to enter into the Merger Agreement
and grant the CDnow Option, the Grantor is willing to grant the Grantee the
requested option.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
and agreements set forth herein, the parties hereto agree as follows:
1. The Option; Exercise; Adjustments; Payment of Spread.
---------------------------------------------------------
(a) Contemporaneously herewith the Grantee, NewCo and the Grantor are
entering into the Merger Agreement. Subject to the other terms and conditions
set forth herein, the Grantor hereby grants to the Grantee an irrevocable option
(the "Option") to purchase up to 3,517,207 (as adjusted as provided herein)
shares of Common Stock (the "Shares") at a per share cash purchase price equal
to the lower of (i) $9.4375 per Share or (ii) the average closing sales price of
the Common Stock on the Nasdaq National Market ("Nasdaq") for the five
consecutive trading days beginning on and including the day that the Mergers are
publicly announced (as adjusted as provided herein) (such lower price being the
"Purchase Price"). The Option may be exercised by the Grantee, in whole or in
part, at any time, or from time to time, following the
occurrence of one of the events set forth in Section 2(c) hereof and prior to
the termination of the Option in accordance with the terms of this Agreement.
(b) In the event the Grantee wishes to exercise the Option, the
Grantee shall send a written notice to the Grantor (the "Stock Exercise Notice")
specifying a date (subject to the HSR Act (as defined below)) not later than 10
business days and not earlier than the next business day following the date such
notice is given for the closing of such purchase. In the event of any change in
the number of issued and outstanding shares of Common Stock by reason of any
stock dividend, stock split, split-up, reclassification, recapitalization,
merger or other change in the corporate or capital structure of the Grantor
(including the occurrence under the Grantor Rights Plan of a Distribution Date
(as defined therein)), the number of Shares subject to this Option and the
purchase price per Share shall be appropriately adjusted to restore the Grantee
to its rights hereunder, including its right to purchase Shares representing
19.9% of the capital stock of the Grantor entitled to vote generally for the
election of the directors of the Grantor which is issued and outstanding
immediately prior to the exercise of the Option at an aggregate purchase price
equal to the Purchase Price multiplied by 3,517,207. In the event that any
additional shares of Common Stock are issued after the date of this Agreement
(other than pursuant to an event described in the preceding sentence), the
number of Shares subject to this Option shall be increased by 19.9% of the
number of the additional shares of Common Stock so issued (and such additional
Shares shall have a purchase price per share equal to the Purchase Price).
(c) If at any time the Option is then exercisable pursuant to the
terms of Section 1(a) hereof, the Grantee may elect, in lieu of exercising the
Option to purchase Shares provided in Section 1(a) hereof, to send a written
notice to the Grantor (the "Cash Exercise Notice") specifying a date not later
than 20 business days and not earlier than 10 business days following the date
such notice is given on which date the Grantor shall pay to the Grantee an
amount in cash equal to the Spread (as hereinafter defined) multiplied by all or
such portion of the Shares subject to the Option as Grantee shall specify. As
used herein "Spread" shall mean the excess, if any, over the Purchase Price of
the higher of (x) if applicable, the highest price per share of Common Stock
(including any brokerage commissions, transfer taxes and soliciting dealers'
fees) paid by any person in an Alternative Transaction (as defined in clause
(i), (ii) or (iii) of Section 7.3(e) of the Merger Agreement) (the "Alternative
Purchase Price") or (y) the closing sales price of the shares of Common Stock on
the Nasdaq on the last trading day immediately prior to the date of the Cash
Exercise Notice (the "Closing Price"). If the Alternative Purchase Price
includes any property other than cash, the Alternative Purchase Price shall be
the sum of (i) the fixed cash amount, if any, included in the Alternative
Purchase Price plus (ii) the fair market value of such other property. If such
other property consists of securities with an existing public trading market,
the average of the closing sales prices (or the average of the closing bid and
asked prices if closing sales prices are unavailable) for such securities in
their principal public trading market on the five trading days ending five days
prior to the date of the Cash Exercise Notice shall be deemed to equal the fair
market value of such property. If such other property consists of something
other than cash or securities with an existing public trading market and, as of
the payment date for the Spread, agreement on the value of such other property
has not been
reached, the Alternative Purchase Price shall be deemed to equal the Closing
Price. Upon exercise of the Grantee's right to receive cash pursuant to this
Section 1(c) and the payment of such cash to the Grantee, the obligations of the
Grantor to deliver Shares pursuant to Section 3 shall be terminated with respect
to such number of Shares for which the Grantee shall have elected to be paid the
Spread.
2. Conditions to Delivery of Shares.
-------------------------------------
The Grantor's obligation to deliver Shares upon exercise of the Option is
subject only to the conditions that:
(a) No preliminary or permanent injunction or other order issued by
any federal or state court of competent jurisdiction in the United States
prohibiting the delivery of the Shares shall be in effect; and
(b) Any applicable waiting periods under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended (the "HSR Act") shall have
expired or been terminated and all other consents, approvals, orders,
notifications or authorizations, the failure of which to obtain or make would
have the effect of making the issuance of the Shares illegal (collectively, the
"Regulatory Approvals") shall have been obtained or made; and
(c) (i) a proposal for an Alternative Transaction (as defined in the
Merger Agreement) involving the Grantor shall have been publicly announced prior
to the time the Merger Agreement is terminated pursuant to the terms thereof
(the "Merger Termination Date") and one or more of the following events shall
have occurred on or after the time of the making of such proposal: (A) the
requisite vote of the stockholders of the Grantor in favor of adoption and
approval of the Merger Agreement shall not have been obtained at the CDnow
Stockholders' Meeting (as defined in the Merger Agreement) or any adjournment or
postponement thereof, (B) the Board of Directors of the Grantor shall have
withdrawn or modified its recommendation of the Merger Agreement or the CDnow
Merger or failed to confirm its recommendation of the Merger Agreement or the
CDnow Merger to the stockholders of the Grantor within ten business days after a
written request by the Grantee to do so; (C) the Board of Directors of the
Grantor shall have recommended to the stockholders of the Grantor an Alternative
Transaction (as defined in the Merger Agreement); (D) a tender offer or exchange
offer for 20% or more of the outstanding shares of Grantor Common Stock shall
have been commenced (other than by the Grantee or an affiliate of the Grantee)
and the Board of Directors of the Grantor shall have recommended that the
stockholders of the Grantor tender their shares in such tender or exchange
offer; or (E) for any reason Grantor shall have failed to call and hold the
CDnow Stockholders' Meeting (as defined in the Merger Agreement) by the Outside
Date (as defined in the Merger Agreement); provided, however, that the Option
may not be exercised if the Grantee is in material breach of any of its material
representations, warranties, covenants or agreements contained in this Agreement
or in the Merger Agreement; or (ii) the Merger Agreement shall have been
terminated by the Grantor pursuant to Section 7.1(g) of the Merger Agreement.
3. The Closing.
----------------
(a) Any closing hereunder shall take place on the date specified by
the Grantee in its Stock Exercise Notice or Cash Exercise Notice, as the case
may be, at 8:00 A.M., local time, at the offices of Dewey Ballantine LLP, 1301
Avenue of the Americas, New York, New York 10019 or, if the conditions set forth
in Section 2(a) or 2(b) have not then been satisfied, on the second business day
following the satisfaction of such conditions, or at such other time and place
as the parties hereto may agree (the "Closing Date"). On the Closing Date, (i)
in the event of a closing pursuant to Section1(b) hereof, the Grantor will
deliver to the Grantee a certificate or certificates, duly endorsed (or
accompanied by duly executed stock powers), representing the Shares in the
denominations designated by the Grantee in its Stock Exercise Notice and the
Grantee will purchase such Shares from the Grantor at the price per Share equal
to the Purchase Price or (ii) in the event of a closing pursuant to Section 1(c)
hereof, the Grantor will deliver to the Grantee cash in an amount determined
pursuant to Section 1(c) hereof. Any payment made by the Grantee to the Grantor,
or by the Grantor to the Grantee, pursuant to this Agreement shall be made by
certified or official bank check or by wire transfer of federal funds to a bank
designated by the party receiving such funds.
(b) The certificates representing the Shares may bear an appropriate
legend relating to the fact that such Shares have not been registered under the
Securities Act of 1933, as amended (the "Securities Act").
4. Representations And Warranties of the Grantor.
--------------------------------------------------
The Grantor represents and warrants to the Grantee that (a) the Grantor is
a corporation duly organized, validly existing and in good standing under the
laws of the Commonwealth of Pennsylvania and has the requisite corporate power
and authority to enter into and perform this Agreement; (b) the execution and
delivery of this Agreement by the Grantor and the consummation by it of the
transactions contemplated hereby have been duly authorized by the Board of
Directors of the Grantor and this Agreement has been duly executed and delivered
by a duly authorized officer of the Grantor and constitutes a valid and binding
obligation of the Grantor, enforceable in accordance with its terms, subject to
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
similar laws of general applicability relating to or affecting creditors' rights
and to general equity principles; (c) the Grantor has taken all necessary
corporate action to authorize and reserve the Shares issuable upon exercise of
the Option and the Shares, when issued and delivered by the Grantor upon
exercise of the Option, will be duly authorized, validly issued, fully paid and
nonassessable and free of preemptive rights; (d) except as otherwise required by
the HSR Act and other than any filings required under the blue sky laws of any
states or by the Nasdaq, the execution and delivery of this Agreement by the
Grantor and the issuance of Shares upon exercise of the Option do not require
the consent, waiver, approval or authorization of or any filing with any person
or public authority and will not violate, result in a breach of or the
acceleration of any obligation under, or constitute a default under, any
provision of any charter or bylaw, indenture, mortgage, lien, lease, agreement,
contract,
instrument, order, law, rule, regulation, judgment, ordinance, or decree, or
restriction by which the Grantor or any of its subsidiaries or any of their
respective properties or assets is bound; and (e) other than the "shareholder
constituency" provision of Section 1715 of the Pennsylvania Business Corporation
Law (the "PBCL"), no "fair price", "moratorium", "control share acquisition" or
other form of antitakeover statute or regulation (including, without limitation,
the restrictions on acquisitions of corporate control set forth in Section 1715
of the PBCL) is or shall be applicable to the acquisition of Shares pursuant to
this Agreement (and the Board of Directors of Grantor has taken all action to
approve the acquisition of the Shares to the extent necessary to avoid such
application).
5. Representations and Warranties of the Grantee.
--------------------------------------------------
The Grantee represents and warrants to the Grantor that (a) the execution
and delivery of this Agreement by the Grantee and the consummation by it of the
transactions contemplated hereby have been duly authorized by all necessary
corporate action on the part of the Grantee and this Agreement has been duly
executed and delivered by a duly authorized officer of the Grantee and will
constitute a valid and binding obligation of Grantee; and (b) the Grantee is
acquiring the Option after the Grantee has been afforded the opportunity to
obtain, and has obtained, sufficient information regarding the Grantor to make
an informed investment decision with respect to the Grantee's purchase of the
Shares issuable upon the exercise thereof, and, if and when the Grantee
exercises the Option, it will be acquiring the Shares issuable upon the exercise
thereof for its own account and not with a view to distribution or resale in any
manner which would be in violation of the Securities Act.
6. Listing of Shares; HSR Act Filings; Regulatory Approvals.
-------------------------------------------------------------
Subject to applicable law and the rules and regulations of the Nasdaq, the
Grantor will promptly file an application to list the Shares on the Nasdaq and
will use its best efforts to obtain approval of such listing and to file all
necessary filings by the Grantor under the HSR Act; provided, however, that if
the Grantor is unable to effect such listing on the Nasdaq by the Closing Date,
the Grantor will nevertheless be obligated to deliver the Shares upon the
Closing Date. Each of the parties hereto will use its best efforts to obtain
consents of all third parties and all Regulatory Approvals, if any, necessary to
the consummation of the transactions contemplated.
7. Repurchase of Shares; Sale of Shares.
-----------------------------------------
If a Change in Control Event (as defined below) has not occurred prior to
the first anniversary date of the Merger Termination Date, then beginning on
such anniversary date, the Grantor shall have the right to purchase (the
"Repurchase Right") all, but not less than all, of the Shares then beneficially
owned by the Grantee or any of its affiliates at a price per share equal to the
greater of (i) the Purchase Price, or (ii) the average of the closing sales
prices for shares of Common Stock on the twenty trading days ending five days
prior to the date the Grantor gives
written notice of its intention to exercise the Repurchase Right. If the Grantor
does not exercise the Repurchase Right within thirty days following the first
anniversary of the Merger Termination Date, the Repurchase Right terminates. In
the event the Grantor wishes to exercise the Repurchase Right, the Grantor shall
send a written notice to the Grantee specifying a date (not later than 10
business days and not earlier than the next business day following the date such
notice is given) for the closing of such purchase. For purposes of the
Agreement, a "Change in Control Event" shall be deemed to have occurred if (i)
any person or group has a acquired beneficial ownership of more than fifty
percent (excluding the Shares) of the outstanding shares of Common Stock or (ii)
the Grantor shall have entered into an agreement, including, without limitation,
an agreement in principle, providing for (x) a merger or other business
combination involving the Grantor in which the Grantor's stockholders do not own
a majority of the outstanding capital stock of the entity surviving such merger
or business combination immediately following such transaction or (y) the
acquisition of 20% or more of the assets of the Grantor and its subsidiaries,
taken as a whole.
8. Registration Rights.
------------------------
(a) In the event that the Grantee shall desire to sell any of the
Shares within two years after the purchase of such Shares pursuant hereto, and
such sale requires, in the opinion of counsel to the Grantee, which opinion
shall be reasonably satisfactory to the Grantor and its counsel, registration of
such Shares under the Securities Act, the Grantor will cooperate with the
Grantee and any underwriters in registering such Shares for resale, including,
without limitation, promptly filing a registration statement which complies with
the requirements of applicable federal and state securities laws, entering into
an underwriting agreement with such underwriters upon such terms and conditions
as are customarily contained in underwriting agreements with respect to
secondary distributions; provided, that, the Grantor shall not be required to
-------- ----
to have declared effective more than two registration statements hereunder and
shall be entitled to delay the filing or effectiveness of any registration
statement for up to 120 days if the offering would, in the judgment of the Board
of Directors of the Grantor, require premature disclosure of any material
corporate development or otherwise interfere with or adversely affect any
pending or proposed offering of securities of the Grantor or any other material
transaction involving the Grantor.
(b) If the Common Stock is registered pursuant to the provisions of
this Section 8, the Grantor agrees (i) to furnish copies of the registration
statement and the prospectus relating to the Shares covered thereby in such
numbers as the Grantee may from time to time reasonably request and (ii) if any
event shall occur as a result of which it becomes necessary to amend or
supplement any registration statement or prospectus, to prepare and file under
the applicable securities laws such amendments and supplements as may be
necessary to keep effective for at least 90 days a prospectus covering the
Common Stock meeting the requirements of such securities laws, and to furnish
the Grantee such numbers of copies of the registration statement and prospectus
as amended or supplemented as may reasonably be requested. The Grantor shall
bear the cost of the registration, including, but not limited to, all
registration and filing fees,
printing expenses, and fees and disbursements of counsel and accountants for the
Grantor, except that the Grantee shall pay the fees and disbursements of its
counsel, the underwriting fees and selling commissions applicable to the shares
of Common Stock sold by the Grantee. The Grantor shall indemnify and hold
harmless Grantee, its affiliates and its officers, directors and controlling
persons from and against any and all losses, claims, damages, liabilities and
expenses arising out of or based upon any statements contained or incorporated
by reference in, and omissions or alleged omissions from, each registration
statement filed pursuant to this paragraph; provided, however, that this
-------- -------
provision does not apply to any loss, liability, claim, damage or expense to the
extent it arises out of any untrue statement or omission made in reliance upon
and in conformity with written information furnished to the Grantor by the
Grantee, its affiliates and its officers expressly for use in any registration
statement (or any amendment thereto) or any preliminary prospectus filed
pursuant to this paragraph. The Grantor shall also indemnify and hold harmless
each underwriter and each person who controls any underwriter within the meaning
of either the Securities Act or the Securities Exchange Act of 1934, as amended,
against any and all losses, claims, damages, liabilities and expenses arising
out of or based upon any statements contained or incorporated by reference in,
and omissions or alleged omissions from, each registration statement filed
pursuant to this paragraph; provided, however, that this provision does not
-------- -------
apply to any loss, liability, claim, damage or expense to the extent it arises
out of any untrue statement or omission made in reliance upon and in conformity
with written information furnished to the Grantor by the underwriters expressly
for use in any registration statement (or any amendment thereto) or any
preliminary prospectus filed pursuant to this paragraph.
9. Profit Limitation.
----------------------
(a) Notwithstanding any other provision of this Agreement, in no
event shall the Grantee's Total Profit (as hereinafter defined) exceed $3.75
million and, if it does exceed such amount, the Grantee, at its sole election,
shall, within five business days, either (a) deliver to the Grantor for
cancellation Shares (valued, for the purposes of this Section 9(a), at the
average closing sales price of the Common Stock on the Nasdaq for the twenty
consecutive trading days preceding the day on which the Grantee's Total Profit
exceeds $3.75 million) previously purchased by the Grantee, (b) pay cash or
other consideration to the Grantor or (c) undertake any combination thereof, so
that the Grantee's Total Profit shall not exceed $3.75 million after taking into
account the foregoing actions.
(b) As used herein, the term "Total Profit" shall mean the aggregate
amount (before taxes) of the following: (i) the amount of cash received by the
Grantee pursuant to Section 7.3(c) of the Merger Agreement and Section 1(c)
hereof, (ii)(x) the net cash amount received by the Grantee pursuant to the
Grantor's repurchase of Shares pursuant to Section 7 hereof, less (y) the
Grantee's purchase price for such Shares, and (iii)(x) the amount received by
the Grantee pursuant to the sale of Shares (or any other securities into which
such Shares are converted or exchanged), less (y) the Grantee's purchase price
for such Shares.
10. Expenses.
-------------
Each party hereto shall pay its own expenses incurred in connection with
this Agreement, except as otherwise specifically provided herein.
11. Specific Performance.
-------------------------
The Grantor acknowledges that if the Grantor fails to perform any of its
obligations under this Agreement immediate and irreparable harm or injury would
be caused to the Grantee for which money damages would not be an adequate
remedy. In such event, the Grantor agrees that the Grantee shall have the right,
in addition to any other rights it may have, to specific performance of this
Agreement. Accordingly, if the Grantee should institute an action or proceeding
seeking specific enforcement of the provisions 0hereof, the Grantor hereby
waives the claim or defense that the Grantee has an adequate remedy at law and
hereby agrees not to assert in any such action or proceeding the claim or
defense that such a remedy at law exists. The Grantor further agrees to waive
any requirements for the securing or posting of any bond in connection with
obtaining any such equitable relief.
12. Notice.
-----------
All notices, requests, demands and other communications hereunder shall be
deemed to have been duly given and made if in writing and if served by personal
delivery upon the party for whom it is intended or delivered by registered or
certified mail, return receipt requested, or if sent by facsimile transmission,
upon receipt of oral confirmation that such transmission has been received, to
the person at the address set forth below, or such other address as may be
designated in writing hereafter, in the same manner, by such person:
If to the Grantee:
N2K Inc.
55 Broad Street, 26th Floor
New York, NY 10004
Attn: General Counsel
Telecopy: (212) 742-1778
With a copy to:
Dewey Ballantine LLP
1301 Avenue of the Americas
New York, NY 10019-6092
Attn: Frank E. Morgan, II, Esq.
Telecopy: (212) 295-6333
If to the Grantor:
CDnow, Inc.
610 Old York Road*
Jenkinstown, PA 19046
Attn: David Capozzi, General Counsel
Telecopy: (215) 517-5745
*485 Delaware Avenue
Fort Washington, PA (effective 11/6/98)
With a copy to:
Morgan, Lewis & Bockius LLP
2000 One Logan Square*
Philadelphia, PA 19103-6993
Attn: James McKenzie, Esq.
Telecopy: (215) 963-5299
*1701 Market Street
Philadelphia, PA 19103-2921 (effective 11/23/98)
13. Parties in Interest.
------------------------
This Agreement shall inure to the benefit of and be binding upon the
parties named herein and their respective permitted successors and assigns;
provided, however, that such successor in interest or assigns shall agree to be
bound by the provisions of this Agreement. Except as set forth in Section 8,
nothing in this Agreement, express or implied, is intended to confer upon any
person other than the Grantor or the Grantee, or their successors or assigns,
any rights or remedies under or by reason of this Agreement.
14. Entire Agreement; Amendments.
---------------------------------
This Agreement, together with the Merger Agreement and the other documents
referred to therein, contains the entire agreement between the parties hereto
with respect to the subject matter hereof and supersedes all prior and
contemporaneous agreements and understandings, oral or written, with respect to
such transactions. This Agreement may not be changed, amended or modified
orally, but may be changed only by an agreement in writing signed by the party
against whom any waiver, change, amendment, modification or discharge may be
sought.
15. Assignment
---------------
No party to this Agreement may assign any of its rights or obligations
under this Agreement without the prior written consent of the other party
hereto, except that the Grantee
may assign its rights and obligations hereunder to any of its direct or indirect
wholly-owned subsidiaries, but no such transfer shall relieve the Grantee of its
obligations hereunder if such transferee does not perform such obligations. Any
assignment made in violation of this Section 15 shall be void.
16. Headings.
-------------
The section headings herein are for convenience only and shall not affect
the construction of this Agreement.
17. Counterparts.
-----------------
This Agreement may be executed in any number of counterparts, each of
which, when executed, shall be deemed to be an original and all of which
together shall constitute one and the same document.
18. Governing Law.
------------------
This Agreement shall be governed by and construed in accordance with the
laws of the State of Delaware (regardless of the laws that might otherwise
govern under applicable Delaware principles of conflicts of law).
19. Termination.
----------------
The right to exercise the Option granted pursuant to this Agreement shall
terminate at the earlier of (i) the Effective Time (as defined in the Merger
Agreement), (ii) the date on which the Grantee realizes a Total Profit of $3.75
million, (iii) the date on which the Merger Agreement is terminated; provided
the Option is not exercisable at such time and does not become exercisable
simultaneous with such termination and (iv) 90 days after the date the Option
becomes exercisable (the date referred to in clause (iv) being hereinafter
referred to as the "Option Termination Date"); provided that, if the Option
cannot be exercised or the Shares cannot be delivered to the Grantee upon such
exercise because the conditions set forth in Section 2(a) or Section 2(b) hereof
have not yet been satisfied, the Option Termination Date shall be extended until
thirty days after such impediment to exercise has been removed.
All representations and warranties contained in this Agreement shall
survive delivery of and payment for the Shares.
20. Severability.
-----------------
If any term, provision, covenant or restriction of this Agreement is held
by a court of competent jurisdiction to be invalid, void or unenforceable, the
remainder of the terms, provisions, covenants and restrictions of this Agreement
shall remain in full force and effect and shall in no way be affected, impaired
or invalidated.
21. Public Announcement.
------------------------
The Grantee will consult with the Grantor and the Grantor will consult with
the Grantee before issuing any press release with respect to the initial
announcement of this Agreement, the Option or the transactions contemplated
hereby and neither party shall issue any such press release prior to such
consultation except as may be required by law.
IN WITNESS WHEREOF, the Grantee and the Grantor have caused this
Agreement to be signed by their respective duly authorized officers as of the
date first written above.
N2K INC.
By: /s/ Jonathan V. Diamond
_______________________________
Name:
Title:
CDNOW, INC.
By: /s/ Jason Olim
_______________________________
Name:
Title: