0001104659-05-012177 Sample Contracts

AGREEMENT AND PLAN OF MERGER by and among AVID TECHNOLOGY, INC., HIGHEST MOUNTAIN CORPORATION and PINNACLE SYSTEMS, INC.
Merger Agreement • March 21st, 2005 • Avid Technology Inc • Photographic equipment & supplies • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of March 20, 2005 by and among Avid Technology, Inc., a Delaware corporation (the “Buyer”), Highest Mountain Corporation, a California corporation and a wholly owned subsidiary of the Buyer (the “Transitory Subsidiary”), and Pinnacle Systems, Inc., a California corporation (the “Company”).

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VOTING AGREEMENT
Voting Agreement • March 21st, 2005 • Avid Technology Inc • Photographic equipment & supplies • California

VOTING AGREEMENT, dated as of March 20, 2005 (this “Agreement”), among the shareholders listed on the signature page(s) hereto (collectively, the “Shareholders” and each individually, a “Shareholder”), Pinnacle Systems, Inc., a California corporation (the “Company”) and Avid Technology, Inc., a Delaware corporation (the “Buyer”). Capitalized terms used and not otherwise defined herein shall have the respective meanings assigned to them in the Merger Agreement referred to below.

VOTING AGREEMENT
Voting Agreement • March 21st, 2005 • Avid Technology Inc • Photographic equipment & supplies • Delaware

VOTING AGREEMENT, dated as of March 20, 2005 (this “Agreement”), among the stockholders listed on the signature page(s) hereto (collectively, the “Stockholders” and each individually, a “Stockholder”), Pinnacle Systems, Inc., a California corporation (the “Company”) and Avid Technology, Inc., a Delaware corporation (the “Buyer”). Capitalized terms used and not otherwise defined herein shall have the respective meanings assigned to them in the Merger Agreement referred to below.

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