THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is
made and entered into as of September 12, 2005 by and among Digital Music Group, Inc., a Delaware
corporation (“DMG”), and the undersigned shareholder (“Shareholder”) of Digital Musicworks
International, Inc., a California corporation (the “Company”). The Closing Date (as defined in the Merger
Agreement (as defined below)) shall be the “Effective Date” of this Agreement.
A. Concurrent with the execution of this Agreement, DMG and the Company have entered into an
Agreement and Plan of Reorganization dated as of September 12, 2005 (the “Merger Agreement”)
pursuant to which the Company shall merge with and into DMG (the “Merger”).
B. Pursuant to the Merger, all of the issued and outstanding shares of capital stock of the Company
will be converted into the right to receive shares of Common Stock of DMG, upon the terms and subject
to the conditions, set forth in the Merger Agreement.