Stockholders Urged to Re-Elect Highly Qualified, Independent Directors

Napster Inc’s (NASDAQ:NAPS) directors today mailed stockholders a letter underscoring that the three dissident board candidates are unqualified, and urged the re-election of experienced, independent directors Richard J. Boyko, Philip J. Holthouse and Robert Rodin.

In the letter, Napster directors noted that:

• The dissident group has provided no evidence showing that any of its members have ever served on the board of a public company, meaning they would require on-the-job training.
• The work experiences they describe in their SEC filing--including musician, assisted living executive and ice cream franchisee--are irrelevant to a company in the highly competitive digital music business.
• The dissidents have selectively misrepresented facts and distorted statements.
• The dissidents have offered no specific business plan, other than suggesting a vague review of Napster’s business, and have not shown they can contribute to enhancing stockholder value.
• The dissidents have no significant ownership in Napster and, in fact, have been frequent sellers of Napster stock.
• To elect the most highly qualified, independent directors, stockholders should immediately sign, date and mail the WHITE proxy card they receive and discard any blue proxy card.

The complete text of the board of directors’ letter to stockholders is below. Napster’s annual stockholder meeting will be held at 10 a.m. on Sept. 18 at the company’s headquarters at 9044 Melrose Ave., Los Angeles, Calif., 90069.

About Napster

Napster, the pioneer of digital music, offers the ultimate in interactive music experiences, creating better ways to discover, share, acquire and enjoy music – anytime, anywhere. The company’s offerings include “Napster” (www.Napster.com) – the most popular, on-demand music subscription service in the world and the largest, most comprehensive MP3 download store on the market; “Freenapster” (www.freenapster.com), a unique Web experience offering free, on-demand music legally in the U.S.; and “Napster Mobile,” one of the industry’s fastest growing mobile music platforms, providing the premier mobile music experience for customers in 11 global markets. Headquartered in Los Angeles, Napster's services are available in markets across the Americas, Europe and Japan.

Copyright (C) 2008 Napster, LLC. All rights reserved. Napster, Napster Mobile, Napster To Go and Napster Light are either trademarks or registered trademarks of Napster, Inc. or its subsidiaries in the United States and/or other countries. All other trademarks are owned by their respective owners.

IMPORTANT NOTICE FROM YOUR BOARD OF DIRECTORS

August 29, 2008

Dear Fellow Stockholder:

At Napster, Inc.’s September 18, 2008 Annual Meeting of Stockholders, you will be asked to make a critical decision regarding the future of Napster. You and your fellow stockholders will be electing three directors to serve for a three-year term on the Napster Board of Directors.

As you may know, three dissident stockholders with no significant ownership in your company and who, in fact, have recently been frequent sellers of shares proposed that they be elected in lieu of the three experienced members nominated for re-election by your Board. The proxy materials filed by the dissident group with the Securities and Exchange Commission make abundantly clear that all three are unqualified to serve on the board of a publicly-traded company.

Their SEC filings describe work experiences—musician, nursing home executive, ice cream franchisee, middle management banking executive and other positions—that are irrelevant to a company like Napster competing in the highly sophisticated digital music industry. In addition, not one of the three nominees provided evidence they have ever served on the board of a public company. Finally, the dissident group’s proxy materials put forth no substantive plan for how its nominees will enhance value for our stockholders if elected to the Board, suggesting only a vague review of our business. Accordingly, we strongly believe that the dissident group’s initiation of this proxy contest is unnecessarily costly, disruptive to the company, and not in the best interests of our stockholders.

Your Board of Directors unanimously recommends that you vote your shares FOR the Board’s director nominees -- Messrs. Richard J. Boyko, Philip J. Holthouse and Robert Rodin -- by signing, dating and returning the enclosed WHITE proxy card today. We urge you to immediately discard and not return any blue proxy card you may receive from the dissident group.

CONTRARY TO THE DISSIDENT GROUP’S ASSERTION, YOUR BOARD IS FIRMLY COMMITTED TO ENHANCING VALUE FOR ALL NAPSTER STOCKHOLDERS

The press release recently filed by the dissident group appears to imply that your Board is not willing to consider a sale of the company.