EQUITY PURCHASE AGREEMENT BY AND AMONG GEMSTAR-TV GUIDE INTERNATIONAL, INC., UV CORPORATION, TV GUIDE ENTERTAINMENT GROUP, INC., TVGN HOLDINGS, LLC, AND SOLELY WITH RESPECT TO SECTIONS 9.5, 9.7, 9.8 AND 9.9 AND ARTICLES XII AND XIII MACROVISION...Equity Purchase Agreement • March 2nd, 2009 • Macrovision Solutions CORP • Periodicals: publishing or publishing & printing • Delaware
THIS EQUITY PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of December 17, 2008 (the “Agreement Date”) by and among Gemstar-TV Guide International, Inc., a Delaware corporation (“Seller”); UV Corporation, a Delaware corporation and an indirect wholly-owned subsidiary of Seller (“Stockholder”); the Company (as defined below); TVGN Holdings, LLC, a Delaware limited liability company (“Buyer”); and solely with respect to Sections 9.5, 9.7, 9.8 and 9.9 and Articles XII and XIII (Certain Tax Matters), Macrovision Solutions Corporation, a Delaware corporation (“Parent”).
Mr. Thomas Carson [Address] [Address] Dear Mr. Carson:Letter Agreement • March 2nd, 2009 • Macrovision Solutions CORP • Periodicals: publishing or publishing & printing • Massachusetts
This letter agreement (“Agreement”), when executed by both you and Gemstar-TV International, Inc. (the “Company”), will be binding and confirm the agreement between you and the Company relating to your employment by the Company. Upon its execution, this Agreement will supersede any and all prior agreements, understandings, arrangements and/or communications, whether express or implied, oral or written, between you and the Company and/or its affiliates relative to your employment with the Company. As used herein, the term “Agreement” shall be deemed to include the General Terms and Conditions, Exhibit A, Exhibit 1 and Exhibit 2 to be attached hereto and by this reference made a part of this Agreement. By signing this letter, you represent and warrant that you are not bound by any agreements, contracts, or commitments which would, in any way, prevent or limit you from accepting this offer or your performance of or contribution to the position you are being offered.
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 2nd, 2009 • Macrovision Solutions CORP • Periodicals: publishing or publishing & printing • Delaware
This INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of May 2, 2008 by and among Macrovision Solutions Corporation, a Delaware corporation (the “Corporation”) and (“Indemnitee”):
