agreement and plan of MERGER BY AND among rimage CORPORATION QUICK ACQUISITION CORP. QUmu, INC. shareholder representative services LLc AND the other persons listed on the signature pages hereto DATED AS OF october 10, 2011Agreement and Plan of Merger • October 17th, 2011 • Rimage Corp • Computer peripheral equipment, nec • Minnesota
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of October 10, 2011, by and among Qumu, Inc., a California corporation (the “Company”), Quick Acquisition Corp., a California corporation (“Merger Sub”), Rimage Corporation, a Minnesota corporation (“Parent”), ”), Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as Sellers’ Representative (as defined in Section 8.13), and the other Persons whose names are set forth on the signature pages hereto and are designated thereon as the Major Holders (the “Major Holders”). Capitalized terms used in this Agreement without definition shall have the respective meanings given to such terms in Article 1 hereof.
RIMAGE CORPORATION STOCK OPTION AGREEMENTStock Option Agreement • October 17th, 2011 • Rimage Corp • Computer peripheral equipment, nec • Minnesota
THIS STOCK OPTION AGREEMENT (this “Agreement”) is made as of the Grant Date set forth below, by and between Rimage Corporation, a Minnesota corporation (the “Company”), and the optionee named below (“Optionee”), and is not issued pursuant to the Company’s 2007 Amended and Restated Stock Incentive Plan or any other equity incentive plan of the Company.
Rimage corporation EMPLOYMENT AGREEMENTEmployment Agreement • October 17th, 2011 • Rimage Corp • Computer peripheral equipment, nec • California
This employment AGREEMENT (the “Agreement”) is made as of October 10, 2011, between Rimage Corporation, a Minnesota corporation (the “Company”), and Raymond R. Hood, a Texas resident (“Employee”).
LOCK-UP LetterLetter Agreement • October 17th, 2011 • Rimage Corp • Computer peripheral equipment, nec
This letter agreement (this “Agreement”) is made by the undersigned pursuant to that certain Agreement and Plan of Merger by and among Rimage Corporation, a Minnesota corporation (“Parent”), Quick Acquisition Corp., a California corporation, Qumu, Inc., a California corporation, Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the “Sellers’ Representative” and the “Major Holders” identified therein (the “Merger Agreement”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 17th, 2011 • Rimage Corp • Computer peripheral equipment, nec • Minnesota
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is entered into as of October 10, 2011, by and among Rimage Corporation, a Minnesota corporation (the “Company”) and the persons and entities on the signature page hereto or who sign a joinder to this Agreement (each an “Investor” and collectively, the “Investors”).
