WARRANT NO. 2 TO PURCHASE COMMON STOCK OF DIGITAL GENERATION SYSTEMS, INC.Digital Generation Systems Inc • March 31st, 1999 • Services-advertising agencies • California
1 EXHIBIT 10.33 DIGITAL GENERATION SYSTEMS, INC. COMMON STOCK SUBSCRIPTION AGREEMENT The undersigned ("Subscriber") hereby offers to purchase ________________________ shares of the Common Stock (the "Shares") of Digital Generation Systems, Inc., a...Subscription Agreement • August 14th, 1998 • Digital Generation Systems Inc • Services-advertising agencies
By: _______________________ Salvador O. Gutierrez, President 3 AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • March 31st, 1998 • Digital Generation Systems Inc • Services-advertising agencies • California
LOAN AGREEMENTLoan Agreement • May 15th, 1997 • Digital Generation Systems Inc • Services-advertising agencies • California
RECITALS --------Registration Rights Agreement • March 28th, 2000 • Digital Generation Systems Inc • Services-advertising agencies • California
DIGITAL GENERATION SYSTEMS, INC. EXHIBIT 10.48 CREDIT AGREEMENTCredit Agreement • August 14th, 2001 • Digital Generation Systems Inc • Services-advertising agencies • Texas
EXHIBIT 10.45 DIGITAL GENERATION SYSTEMS, INC. COMMON STOCK PURCHASE AGREEMENT THIS COMMON STOCK PURCHASE AGREEMENT is made as of the 17/th/ day of December, 1999, by and among Digital Generation Systems, Inc., a California corporation (the...Common Stock Purchase Agreement • March 28th, 2000 • Digital Generation Systems Inc • Services-advertising agencies • California
EXHIBIT 10.46 ================================================================= =============== LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 15th, 2000 • Digital Generation Systems Inc • Services-advertising agencies • California
AMENDMENT TO PREFERRED STOCK PURCHASE AGREEMENTPreferred Stock Purchase Agreement • August 1st, 1997 • Digital Generation Systems Inc • Services-advertising agencies • New York
EXHIBIT 99.2 AGREEMENT AND PLAN OF MERGER by and among DIGITAL GENERATION SYSTEMS, INC., SG NEVADA MERGER SUB INC.,Agreement and Plan of Merger • July 14th, 2000 • Digital Generation Systems Inc • Services-advertising agencies • Nevada
BY AND AMONGEmployment Agreement • November 13th, 1996 • Digital Generation Systems Inc • Services-advertising agencies • New York
CREDIT AGREEMENT dated as of May 2, 2011 among DG FASTCHANNEL, INC., as the Borrower, The Lenders Party Hereto, and JPMORGAN CHASE BANK, N.A., as Administrative AgentCredit Agreement • May 5th, 2011 • DG FastChannel, Inc • Services-business services, nec • New York
CREDIT AGREEMENT dated as of May 2, 2011 (as it may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), among DG FASTCHANNEL, INC., a Delaware corporation (the “Borrower”), each LENDER party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent and Issuing Bank (each as defined herein).
WARRANT NO. 1 TO PURCHASE COMMON STOCK OF DIGITAL GENERATION SYSTEMS, INC.Digital Generation Systems Inc • March 31st, 1999 • Services-advertising agencies • California
RECITALSRegistration Rights Agreement • December 31st, 1998 • Digital Generation Systems Inc • Services-advertising agencies • California
EXHIBIT 2.1 Pursuant to Item 601(b)(2) of Regulation S-K, the exhibits and schedules to this Agreement of Purchase and Sale of Assets have been omitted. Such exhibits and schedules will be submitted to the Securities and Exchange Commission upon...Sale and Purchase Agreement • October 13th, 1998 • Digital Generation Systems Inc • Services-advertising agencies • British Columbia
1 EXHIBIT 10.41 WARRANT PURCHASE AGREEMENT December 9, 1998 TABLE OF CONTENTSWarrant Purchase Agreement • March 31st, 1999 • Digital Generation Systems Inc • Services-advertising agencies • California
1 EXHIBIT 4.2 DIGITAL GENERATION SYSTEMS, INC. SUPPLEMENTAL STOCK OPTION PLAN NONSTATUTORY STOCK OPTION AGREEMENT Unless otherwise defined herein, the terms defined in the Supplemental Stock Option Plan (the "Plan") shall have the same defined...Nonstatutory Stock Option Agreement • April 23rd, 1997 • Digital Generation Systems Inc • Services-advertising agencies • California
AMENDMENT TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • November 22nd, 1996 • Digital Generation Systems Inc • Services-advertising agencies
1 EXHIBIT 10.7 M C I SPECIAL CUSTOMER ARRANGEMENT This MCI Special Customer Arrangement together with all Attachments hereto (this "Agreement") is made by and between MCI TELECOMMUNICATIONS CORPORATION ("MCI") and DIGITAL GENERATION SYSTEMS, INC....Agreement • August 14th, 1997 • Digital Generation Systems Inc • Services-advertising agencies
1 EXHIBIT 10.39 COMMON STOCK AND WARRANT PURCHASE AGREEMENT December 9, 1998 TABLE OF CONTENTSCommon Stock and Warrant Purchase Agreement • March 31st, 1999 • Digital Generation Systems Inc • Services-advertising agencies • California
1 EXHIBIT 4.3 DIGITAL GENERATION SYSTEMS, INC. AMENDMENT AND RESTATEMENT NO. 5Rights Agreement • December 31st, 1998 • Digital Generation Systems Inc • Services-advertising agencies • California
LOAN AGREEMENTLoan Agreement • March 31st, 1998 • Digital Generation Systems Inc • Services-advertising agencies • California
3,175,000 Shares DG FASTCHANNEL, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • April 8th, 2010 • DG FastChannel, Inc • Services-business services, nec • California
DG FastChannel, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to Roth Capital Partners, LLC (“Roth”) for Roth and on behalf of BMO Capital Markets Corp. (“BMO” and together with Roth, the “Underwriters”) an aggregate of 3,175,000 authorized but unissued shares (the “Underwritten Shares”) of Common Stock, par value $0.001 per share (the “Common Stock”), of the Company and to grant the Underwriters the option to purchase an aggregate of up to 476,250 additional shares (the “Additional Shares”) as may be necessary to cover over-allotments made in connection with the offering of the Underwritten Shares. The Underwritten Shares and Additional Shares are collectively referred to as the “Shares.” Roth will act as representative for BMO in connection with the transactions contemplated hereby, and any action hereunder taken by Roth will be binding upon BMO.
EXHIBIT 10.47Securities Purchase Agreement • March 30th, 2001 • Digital Generation Systems Inc • Services-advertising agencies • New York
AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF MARCH 13, 2008, AMONGCredit Agreement • March 17th, 2008 • DG FastChannel, Inc • Services-business services, nec • Illinois
This Amended and Restated Credit Agreement is entered into as of March 13, 2008, by and among DG FastChannel, Inc., a Delaware corporation (the “Borrower”), the direct and indirect Subsidiaries of the Borrower from time to time party to this Agreement, as Guarantors, the several financial institutions from time to time party to this Agreement, as Lenders, and BANK OF MONTREAL, a Canadian chartered bank acting through its Chicago branch, as Administrative Agent as provided herein. All capitalized terms used herein without definition shall have the same meanings herein as such terms are defined in Section 5.1 hereof.
2,956,000 Shares DG FastChannel, Inc. Common Stock, Par Value $0.001 Per Share Underwriting AgreementUnderwriting Agreement • December 19th, 2006 • DG FastChannel, Inc • Services-business services, nec • New York
Introductory. DG FastChannel, Inc., a Delaware corporation (the “Company”), and CrossPoint Venture Partners 2000 Q, L.P. and CrossPoint Venture Partners 2000, L.P. (collectively, the “Selling Stockholder”), propose to sell to the several underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 2,956,000 shares (the “Firm Shares”) of common stock, par value $0.001 per share (the “Common Stock”), of the Company, of which 2,556,000 Firm Shares are to be issued and sold by the Company and 400,000 Firm Shares are to be sold by the Selling Stockholder. In addition, the Company has granted to the Underwriters an option to purchase up to an additional 443,400 shares (the “Optional Shares”) of Common Stock, as provided in Section 2. The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Shares.” Oppenheimer & Co. (“Oppenheimer”) has agreed to act as representative of the several Underwriters (in such capacity, the
INDEMNITY AGREEMENTIndemnity Agreement • January 15th, 2013 • Digital Generation, Inc. • Services-business services, nec • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of , 20 , by and between Digital Generation, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
1 EXHIBIT 10.35 DIGITAL GENERATION SYSTEMS, INC. SERIES A PREFERRED STOCK CONVERSION AGREEMENT Effective as of August 12, 1998 AGREEMENT, by and between Digital Generation Systems, Inc., a California corporation (the "Company"), and _____________...Preferred Stock Conversion Agreement • November 16th, 1998 • Digital Generation Systems Inc • Services-advertising agencies
Digital Generation, Inc. and Computershare Shareowner Services LLC as Rights Agent Rights Agreement Dated as of September 5, 2012Rights Agreement • September 6th, 2012 • Digital Generation, Inc. • Services-business services, nec • New York
However, if upon acquiring beneficial ownership of one or more additional shares of Common Stock, the Existing Holder does not beneficially own 10% or more of the Common Stock then outstanding, the Existing Holder shall not be deemed to be an “Acquiring Person” for purposes of the Agreement.
EXHIBIT 2.1 STOCK PURCHASE AGREEMENTStock Purchase Agreement • August 1st, 1997 • Digital Generation Systems Inc • Services-advertising agencies • California
CREDIT AGREEMENT DATED AS OF AUGUST 9, 2007, AMONG DG FASTCHANNEL, INC., THE GUARANTORS FROM TIME TO TIME PARTIES HERETO, THE LENDERS FROM TIME TO TIME PARTIES HERETO, AND BANK OF MONTREAL, AS ADMINISTRATIVE AGENTCredit Agreement • August 13th, 2007 • DG FastChannel, Inc • Services-business services, nec • Illinois
This Credit Agreement is entered into as of August 9, 2007, by and among DG FastChannel, Inc., a Delaware corporation (the “Borrower”), the direct and indirect Subsidiaries of the Borrower from time to time party to this Agreement, as Guarantors, the several financial institutions from time to time party to this Agreement, as Lenders, and BANK OF MONTREAL, a Canadian chartered bank acting through its Chicago branch, as Administrative Agent as provided herein. All capitalized terms used herein without definition shall have the same meanings herein as such terms are defined in Section 5.1 hereof.
AMENDED AND RESTATED CREDIT AGREEMENT dated as of July 26, 2011 among DG FASTCHANNEL, INC., as the Borrower, The Lenders Party Hereto, and JPMORGAN CHASE BANK, N.A., as Administrative AgentCredit Agreement • July 29th, 2011 • DG FastChannel, Inc • Services-business services, nec • New York
AMENDED AND RESTATED CREDIT AGREEMENT dated as of July 26, 2011 (as it may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), among DG FASTCHANNEL, INC., a Delaware corporation (the “Borrower”), each LENDER party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent, Swingline Lender and Issuing Bank (each as defined herein).
EMPLOYMENT AGREEMENTEmployment Agreement • November 9th, 2012 • Digital Generation, Inc. • Services-business services, nec • Texas
This EMPLOYMENT AGREEMENT (this “Agreement”) is dated as of November 9, 2011 but effective as of January 1, 2012 (the “Effective Date”), and is made between Digital Generation, Inc., a Delaware corporation (the “Company”), and Scott K. Ginsburg (“Executive”).
THIS AGREEMENT IS SUBJECT TO ARBITRATION AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • August 8th, 2013 • Digital Generation, Inc. • Services-business services, nec
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of the 8th day of July, 2013, by and between Digital Generation, Inc., a Delaware corporation, its subsidiaries, affiliates, successors, and assigns (collectively the “Corporation”), and Sean Markowitz (“Employee”).
THIRD AMENDED AND RESTATED CREDIT AGREEMENT Dated as of April 15, 2005 among DIGITAL GENERATION SYSTEMS, INC., as Borrower The Lenders Party Hereto, JPMORGAN CHASE BANK, N.A. as Administrative Agent and Issuing BankCredit Agreement • May 10th, 2005 • Digital Generation Systems Inc • Services-business services, nec • Texas
THIS THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) dated as of April 15, 2005, among DIGITAL GENERATION SYSTEMS, INC., a Delaware corporation, as Borrower, the LENDERS party hereto, and JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), a national banking association, as Administrative Agent and Issuing Bank.
