AGREEMENT AND PLAN OF MERGER by and among AVID TECHNOLOGY, INC., HIGHEST MOUNTAIN CORPORATION and PINNACLE SYSTEMS, INC. Dated as of March 20, 2005Merger Agreement • March 22nd, 2005 • Pinnacle Systems 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”).
VOTING AGREEMENTVoting Agreement • March 22nd, 2005 • Pinnacle Systems 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.
AMENDMENT TO AMENDED AND RESTATED PREFERRED STOCK RIGHTS AGREEMENTPreferred Stock Rights Agreement • March 22nd, 2005 • Pinnacle Systems Inc • Photographic equipment & supplies
This AMENDMENT TO AMENDED AND RESTATED RIGHTS AGREEMENT (the “Amendment”) is entered into as of the 20th day of March, 2005, between Pinnacle Systems, Inc., a California corporation (the “Company”), and Mellon Investor Services LLC (f/k/a ChaseMellon Shareholder Services, L.L.C.) (the “Rights Agent”). Capitalized terms not defined herein shall have the meanings given them in the Rights Agreement (as defined below).
