CONTRIBUTION AGREEMENTContribution Agreement • April 18th, 2007 • Point 360 • Services-allied to motion picture production • California
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION by and among DG FASTCHANNEL, INC. (the “Purchaser”), POINT.360 (the “Company”) and NEW 360 (the “PPB Sub”) Dated as of April 16, 2007Agreement and Plan of Merger and Reorganization • April 18th, 2007 • Point 360 • Services-allied to motion picture production • Delaware
This AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”), is dated as of April 16, 2007, by and among DG FastChannel, Inc., a Delaware corporation (the “Purchaser”), POINT.360, a California corporation (the “Company”), and NEW 360, a California corporation and a wholly-owned subsidiary of the Company (the “PPB Sub”). Capitalized terms used herein have the meanings assigned to them in Section 9.5 or elsewhere in this Agreement as described in Section 9.6.
AMENDMENT TO AMENDED AND RESTATED RIGHTS AGREEMENTRights Agreement • April 18th, 2007 • Point 360 • Services-allied to motion picture production • California
This Amendment to Amended and Restated Rights Agreement (this “Amendment”) is made as of April 16, 2007, by and between Point.360, a California corporation (the “Corporation”), and American Stock Transfer & Trust Company, a New York banking corporation (the “Rights Agent”).
