CONTRIBUTION AND SPIN-OFF Clause Samples

CONTRIBUTION AND SPIN-OFF. (a) Transfer of Excluded Assets by Point.360 to New 360. Effective as of immediately prior to DG’s consummation of the Exchange Offer on the Acceptance Date, Point.360 hereby Transfers to New 360 (the “Transfer of Excluded Assets”), in exchange for the concurrent issuance by New 360 to Point.360 of a number of shares of New 360 common stock equal to the number of Point.360 Shares outstanding on the Acceptance Date (other than Point.360 Shares owned by DG), all of the right, title and interest of Point.360 and/or IVC in and to all of the Excluded Assets. Point.360 shall retain all of its right, title and interest in and to all of the Acquired Assets.