ASSET PURCHASE AGREEMENT BY AND AMONG DIGITAL GENERATION SYSTEMS, INC., DG SYSTEMS ACQUISITION III CORPORATION, MEDIA DVX, INC. and STARNET, L.P. April 15, 2005Asset Purchase Agreement • August 9th, 2005 • Digital Generation Systems Inc • Services-business services, nec • Texas
THIS ASSET PURCHASE AGREEMENT (“Agreement”), dated as of April 15, 2005 (the “Effective Date”), is entered into by and among DIGITAL GENERATION SYSTEMS, INC., a Delaware corporation (“Parent”), DG SYSTEMS ACQUISITION III CORPORATION, a Delaware corporation and wholly owned subsidiary of Parent (“Purchaser”), MEDIA DVX, INC., a Delaware corporation (“Seller”), and for the purposes of Section 4.7 hereof only, StarNet, L.P., a Pennsylvania limited partnership (“StarNet”). Seller and Purchaser are collectively referred to herein as the “Parties.”
FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • August 9th, 2005 • Digital Generation Systems Inc • Services-business services, nec • Texas
This FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of May 10, 2005, is among DIGITAL GENERATION SYSTEMS, INC., a Delaware corporation (the “Borrower”), each of the banks or other lending institutions which is or may from time to time become a party to the Agreement (hereinafter defined) (each a “Lender” and collectively, the “Lenders”), JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), a national banking association (“Chase”), as administrative agent for the Lenders and the Issuing Bank (in such capacity, together with its successors in such capacity, the “Administrative Agent”), and as issuer of Letters of Credit under the Agreement (in such capacity, together with its successors in such capacity, the “Issuing Bank”).
SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • August 9th, 2005 • Digital Generation Systems Inc • Services-business services, nec • Texas
This SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated August 5, 2005, is among DIGITAL GENERATION SYSTEMS, INC., a Delaware corporation (the “Borrower”), each of the banks or other lending institutions which is or may from time to time become a party to the Agreement (hereinafter defined) (each a “Lender” and collectively, the “Lenders”), JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), a national banking association (“Chase”), as administrative agent for the Lenders and the Issuing Bank (in such capacity, together with its successors in such capacity, the “Administrative Agent”), and as issuer of Letters of Credit under the Agreement (in such capacity, together with its successors in such capacity, the “Issuing Bank”).
SERIES B CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT Dated as of March 16, 2005 among VERANCE CORPORATION and THE PURCHASERS LISTED ON SCHEDULE 1.01 HERETOPreferred Stock Purchase Agreement • August 9th, 2005 • Digital Generation Systems Inc • Services-business services, nec • California
WHEREAS, the Company and DG Systems, Inc. (“DG”) have agreed to enter into (i) a DG and Verance Joint Marketing and Sales Agreement, (ii) a DG and Verance Services Agreement, (iii) a ConfirMedia Data Agreement and (iv) a License Agreement for ConfirMedia Spot Embedding (collectively the “Marketing, Operating and Licensing Agreements”), each dated as of the date hereof, pursuant to which the Company and DG will, among other things, jointly market the Company’s verification and reconciliation services and provide to DG a license to use and market certain of the Company’s software, the execution and delivery of which by the Company and DG shall be a condition to the Company’s and the Purchasers’ obligations to consummate the transactions contemplated hereby;
