WARRANT NO. 1 TO PURCHASE COMMON STOCK OF DIGITAL GENERATION SYSTEMS, INC.Warrant Agreement • December 21st, 1998 • Ginsburg Scott K • Services-advertising agencies • California
WS = WCS (FMV-PP) ----------- FMVCommon Stock Purchase Warrant • January 22nd, 2001 • Ginsburg Scott K • Services-advertising agencies
AGREEMENTPledge Agreement • January 22nd, 2001 • Ginsburg Scott K • Services-advertising agencies • New York
COMMON STOCKCommon Stock Purchase Agreement • December 23rd, 1999 • Ginsburg Scott K • Services-advertising agencies • California
EXHIBIT 4Stockholders Agreement • March 4th, 1997 • Ginsburg Scott K • Radio broadcasting stations • Delaware
WARRANT TO PURCHASE COMMON STOCK of DIGITAL GENERATION SYSTEMS, INC.Warrant Agreement • December 20th, 1999 • Ginsburg Scott K • Services-advertising agencies • California
Exhibit 12 AGREEMENT AND PLAN OF MERGER by and among DIGITAL GENERATION SYSTEMS, INC., SG NEVADA MERGER SUB INC.,Merger Agreement • July 10th, 2000 • Ginsburg Scott K • Services-advertising agencies • Nevada
Fifty percent of the Shares subject to the Option (rounded down to the next ----- whole number of shares) shall vest on November 29, 2000, and the remaining ----------------- Fifty percent of the Shares subject to the Option shall vest on November 29,...Stock Option Agreement • January 22nd, 2001 • Ginsburg Scott K • Services-advertising agencies
JOINT FILING AGREEMENTJoint Filing Agreement • September 16th, 1997 • Ginsburg Scott K • Radio broadcasting stations
Exhibit 14 VOTING AGREEMENT DIGITAL GENERATION SYSTEMS, INC. 875 Battery Street San Francisco, California STARGUIDE DIGITAL NETWORKS, INC. 300 East Second Street Suite 1150 Reno, Nevada Ladies and Gentlemen: The undersigned, Scott K. Ginsburg, is a...Voting Agreement • July 10th, 2000 • Ginsburg Scott K • Services-advertising agencies
The undersigned, Scott K. Ginsburg, is a beneficial owner of, or has the right to vote, the number of shares set forth on Schedule I hereto (the "Shares") of StarGuide Digital Networks, Inc., a corporation organized and existing under the laws of the State of Nevada (the "Company"), and wishes to facilitate the merger of SG Nevada Merger Sub Inc., a wholly-owned subsidiary of Digital Generation Systems, Inc., a corporation organized and existing under the laws of the State of California ("DG" and such subsidiary, "Merger Sub"), with and into the Company, pursuant to that certain Agreement and Plan of Merger by and among the Company, DG and Merger Sub dated as of July 7, 2000 (the "Agreement" and such merger, the "Merger"). The undersigned recognizes that the Merger will be of benefit to the undersigned, and that approval of the Merger by shareholders of the Company at a meeting of Company shareholders (the "Company Shareholders Meeting") is a condition to the consummation of the Merger
RECITALS --------Registration Rights Agreement • December 23rd, 1999 • Ginsburg Scott K • Services-advertising agencies • California
EXHIBIT 4 WARRANT PURCHASE AGREEMENTWarrant Purchase Agreement • December 21st, 1998 • Ginsburg Scott K • Services-advertising agencies • California
EXHIBIT 9 COMMON STOCK AND WARRANT PURCHASE AGREEMENT December 17, 1999 DIGITAL GENERATION SYSTEMS, INC. COMMON STOCK AND WARRANT PURCHASE AGREEMENT THIS COMMON STOCK AND WARRANT PURCHASE AGREEMENT is made as of the 17/th/ day of December, 1999, by...Common Stock and Warrant Purchase Agreement • December 20th, 1999 • Ginsburg Scott K • Services-advertising agencies • California
WARRANT NO. 2 TO PURCHASE COMMON STOCK OF DIGITAL GENERATION SYSTEMS, INC.Warrant Agreement • December 21st, 1998 • Ginsburg Scott K • Services-advertising agencies • California
Exhibit 7 JOINT FILING AGREEMENT ---------------------- In accordance with Rule 13d-1(f) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term...Joint Filing Agreement • December 21st, 1998 • Ginsburg Scott K • Services-advertising agencies
In accordance with Rule 13d-1(f) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock of beneficial interest, no par value per share, of Digital Generation Systems, a California corporation, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
RECITALS --------Registration Rights Agreement • December 20th, 1999 • Ginsburg Scott K • Services-advertising agencies • California
December 9, 1997Subscription Agreement • December 21st, 1998 • Ginsburg Scott K • Services-advertising agencies
In connection with the purchase and sale of 2,920,134 shares of the Common Stock of the Company (the "Common Shares") pursuant to that certain Subscription Agreement dated September 29, 1998, by and among the Company and you (the "Subscription Agreement"), the Company and you hereby expressly agree to waive, and hereby do waive, the provision in Section 1 of the Subscription Agreement requiring the Closing (as defined in the Subscription Agreement) of the purchase and sale of the Common Shares to be held no later than sixty (60) days following the date of the Subscription Agreement. Furthermore, the Company and you hereby expressly agree to amend, and hereby do amend, Section 1 of the Subscription Agreement to allow for the Closing to be held no later than December 10, 1998, unless otherwise mutually agreed upon by the Company and you.
EXHIBIT 3Merger Agreement • March 4th, 1997 • Ginsburg Scott K • Radio broadcasting stations • Delaware
Exhibit 15 LOCK-UP AGREEMENT DIGITAL GENERATION SYSTEMS, INC. 875 Battery Street San Francisco, California Ladies and Gentlemen: The undersigned, Scott K. Ginsburg, is a holder of securities of Digital Generation Systems, Inc., a corporation organized...Lock-Up Agreement • July 10th, 2000 • Ginsburg Scott K • Services-advertising agencies
Exhibit 13 VOTING AGREEMENT DIGITAL GENERATION SYSTEMS, INC. 875 Battery Street San Francisco, California STARGUIDE DIGITAL NETWORKS, INC. 300 East Second Street Suite 1150 Reno, Nevada Ladies and Gentlemen: The undersigned, Scott K. Ginsburg, is a...Voting Agreement • July 10th, 2000 • Ginsburg Scott K • Services-advertising agencies
The undersigned, Scott K. Ginsburg, is a beneficial owner of, or has the right to vote, the number of shares set forth on Schedule I hereto (the "Shares") of Digital Generation Systems, Inc., a corporation organized and existing under the laws of the State of California (the "Company"), and wishes to facilitate the merger of SG Nevada Merger Sub Inc., a wholly-owned subsidiary of the Company ("Merger Sub"), with and into StarGuide Digital Networks, Inc., a corporation organized and existing under the laws of the State of Nevada ("StarGuide"), pursuant to that certain Agreement and Plan of Merger by and among the Company, StarGuide and Merger Sub dated as of July 7, 2000 (the "Agreement" and such merger, the "Merger"). The undersigned recognizes that the Merger will be of benefit to the undersigned, and that approval of the Merger by shareholders of the Company at a meeting of Company shareholders (the "Company Shareholders Meeting") is a condition to the consummation of the Merger and
EXHIBIT 1 DIGITAL GENERATION SYSTEMS, INC. COMMON STOCK SUBSCRIPTION AGREEMENTCommon Stock Subscription Agreement • December 21st, 1998 • Ginsburg Scott K • Services-advertising agencies
EXHIBIT 2 PRINCIPAL COMPANY STOCKHOLDERS THAT ARE PARTIES TO STOCKHOLDERS AGREEMENT ------------------------------------- 1. HM2/Chancellor, L.P. 2. Hicks, Muse, Tate & Furst Equity Fund II, L.P. 3. HM2/HMW, L.P. 4. The Chancellor Business Trust 5....Stockholders Agreement • March 4th, 1997 • Ginsburg Scott K • Radio broadcasting stations
AMONGAgreement and Plan of Merger • March 3rd, 1997 • Ginsburg Scott K • Radio broadcasting stations • Delaware
Goldman, Sachs & Co. [GOLDMAN SACHS LOGO] 85 Broad Street INDIVIDUAL ACCOUNT New York, NY 10004-2456 AGREEMENT 212-902-1000 -------------------------------- ------------------------------------------------ Title of Account Account Number Scott K....Individual Account Agreement • December 21st, 1998 • Ginsburg Scott K • Services-advertising agencies • New York
DIGITAL GENERATION SYSTEMS, INC. Common Stock Subscription AgreementCommon Stock Subscription Agreement • December 21st, 1998 • Ginsburg Scott K • Services-advertising agencies
STOCKHOLDER VOTING AGREEMENTStockholder Voting Agreement • May 12th, 2008 • Ginsburg Scott K • Services-business services, nec • Delaware
This STOCKHOLDER VOTING AGREEMENT (this “Agreement”) is entered into as of May 7, 2008, by and among Enliven Marketing Technologies Corporation, a Delaware corporation (the “Company”), and the stockholders of DG FastChannel, Inc., a Delaware corporation (“Parent”), identified on Schedule A attached hereto (each a “Stockholder” and collectively, the “Stockholders”).
