Modification Agreement to Agreement and Plan of Merger among Vivendi Universal, Metronome Acquisition Sub Inc., and MP3.com, Inc.

Summary

Vivendi Universal, Metronome Acquisition Sub Inc., and MP3.com, Inc. have agreed to modify certain terms of their original Agreement and Plan of Merger dated May 20, 2001. This Modification Agreement, effective June 13, 2001, changes specific monetary thresholds and language in several sections of the original merger agreement. The modifications clarify and adjust the financial limits and business practices referenced in the merger terms. The agreement is governed by Delaware law and is binding upon execution by all parties.

EX-2.2 3 a74504ex2-2.txt EXHIBIT 2.2 1 EXHIBIT 2.2 EXECUTION COPY MODIFICATION AGREEMENT dated as of June 13, 2001, among VIVENDI UNIVERSAL, a societe anonyme organized under the laws of France ("Parent"), METRONOME ACQUISITION SUB INC., a Delaware corporation and a wholly owned subsidiary of Parent ("Sub"), and MP3.COM, INC., a Delaware corporation (the "Company"). WHEREAS Parent, Sub and the Company entered into an Agreement and Plan of Merger dated as of May 20, 2001 (the "Merger Agreement"); and WHEREAS Parent, Sub and the Company desire to amend certain provisions of the Merger Agreement. NOW, THEREFORE, in consideration of the mutual covenants hereinafter contained, the parties intending to be legally bound agree as follows: SECTION 1. Amendment to Section 4.01(a)(iv)(y). The first reference in Section 4.01(a)(iv)(y) to "$100,000" shall be deleted and substituted with "$500,000", and the second reference to "$100,000" in such Section shall be deleted and substituted with "$3,000,000". SECTION 2. Amendment to Section 4.01(a)(v). The words "having an aggregate value in excess of $500,000" shall be inserted after the words "(including securitizations)" in Section 4.01(a)(v). SECTION 3. Amendment to Section 4.01(a)(viii). The reference in Section 4.01(a)(viii) to "$100,000" shall be deleted and substituted with "$1,000,000" and the reference in such Section to "$1,000,000" shall be deleted and substituted with "$3,000,000". SECTION 4. Amendment to Section 4.01(a)(x)(C). The reference in Section 4.01(a)(x)(C) to "of substantial value" shall be deleted and substituted with "that, individually, have a value in excess of $500,000 or, in the aggregate, have a value in excess of $2,000,000". SECTION 5. Amendment to Section 4.01(a)(xiv). The words ",other than in accordance with current business practices" shall be inserted at the end of Section 4.01(a)(xiv). 2 SECTION 6. Effectiveness. This Modification Agreement shall be effective as of the date first written above. SECTION 7. Governing Law. This Modification 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 principles of conflicts of laws. IN WITNESS WHEREOF, Parent, Sub and the Company have duly executed this Modification Agreement as of the date first written above. VIVENDI UNIVERSAL, S.A., by /s/ GEORGE E. BUSHNELL, III ------------------------------------- Name: George E. Bushnell, III Title: Vice President METRONOME ACQUISITION SUB INC., by /s/ GEORGE E. BUSHNELL, III ------------------------------------- Name: George E. Bushnell, III Title: Vice President and Secretary MP3.COM, INC., by /s/ PAUL L. H. OUYANG ------------------------------------- Name: Paul L. H. Ouyang Title: Chief Financial Officer