CONTRIBUTION AGREEMENTContribution Agreement • May 15th, 2007 • New 360 • 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, 2007Merger Agreement • May 15th, 2007 • New 360 • 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.
FORM OF NONCOMPETITION AGREEMENTNoncompetition Agreement • May 15th, 2007 • New 360 • California
This NONCOMPETITION AGREEMENT (this “Agreement”), dated as of [_______], 2007, is by and between DG FastChannel, Inc., a Delaware Corporation (the “Purchaser”), and New 360, a California corporation (the “PPB Sub”). All capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Merger Agreement (as defined below).
FORM OF WORKING CAPITAL RECONCILIATION AGREEMENTWorking Capital Reconciliation Agreement • May 15th, 2007 • New 360 • California
This WORKING CAPITAL RECONCILIATION AGREEMENT (this “Agreement”), dated as of [_________], 2007, is 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”). All capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Merger Agreement (as defined below).
SEVERANCE AGREEMENTSeverance Agreement • May 15th, 2007 • New 360 • California
WHEREAS, the Company considers it essential to the best interests of its stockholders to foster the continued employment of key management personnel; and
FORM OF POST PRODUCTION SERVICES AGREEMENTPost Production Services Agreement • May 15th, 2007 • New 360 • California
This Post Production Services Agreement (this “Agreement”), dated as of [_________], 2007, is by and between DG FastChannel, Inc., a Delaware corporation (“DG FastChannel”), and New 360, a California corporation (“New 360”).
FORM OF INDEMNIFICATION AND TAX MATTERS AGREEMENTIndemnification & Liability • May 15th, 2007 • New 360 • California
This INDEMNIFICATION AND TAX MATTERS AGREEMENT (this “Agreement”), dated as of [_________], 2007, is by and between DG FastChannel, Inc., a Delaware corporation (the “Purchaser”), and New 360, a California corporation (the “PPB Sub”). All capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Merger Agreement (as defined below).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • May 15th, 2007 • New 360 • California
This Asset Purchase Agreement (the “Agreement”) is entered into as of March 7, 2007, by and among Point.360, a California corporation (“Buyer”), Eden FX., a California corporation (“Seller”), Mark Miller, as an individual, and John Gross, as an individual (the individuals shall hereinafter be collectively referred to as “Shareholders”).
