AGREEMENT AND PLAN OF MERGER Dated as of April 10, 2009 by and among IMAGE HOLDINGS CORPORATION, IC ACQUISITION CORP. and INFOCUS CORPORATIONMerger Agreement • April 13th, 2009 • Infocus Corp • Computer peripheral equipment, nec • Oregon
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of April 10, 2009, by and among Image Holdings Corporation, an Oregon corporation (“Parent”), IC Acquisition Corp., an Oregon corporation and a wholly owned subsidiary of Parent (the “Purchaser”), and InFocus Corporation, an Oregon corporation (the “Company”).
FIRST AMENDMENT TO RIGHTS AGREEMENTRights Agreement • April 13th, 2009 • Infocus Corp • Computer peripheral equipment, nec • Oregon
This First Amendment to Rights Agreement (this “Amendment”) dated as of April 10, 2009 is by and between InFocus Corporation, an Oregon corporation (the “Company”), and Mellon Investor Services LLC, a New Jersey limited liability company (the “Rights Agent”).
ESCROW AGREEMENTEscrow Agreement • April 13th, 2009 • Infocus Corp • Computer peripheral equipment, nec • Delaware
This Escrow Agreement (this “Agreement”) is made and entered into as of this 10th day of April 2009, by and among Image Holdings Corporation, an Oregon corporation (“Parent”), IC Acquisition Corp., an Oregon corporation and a wholly owned subsidiary of Parent (the “Purchaser”), InFocus Corporation, an Oregon corporation (the “Company”), and Comerica Bank, a Texas banking association, as escrow agent (the “Escrow Agent”).
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • April 13th, 2009 • Infocus Corp • Computer peripheral equipment, nec • Oregon
This TENDER AND SUPPORT AGREEMENT, dated as of April 10, 2009 (this “Agreement”), is by and among Image Holdings Corporation, an Oregon corporation (“Parent”), IC Acquisition Corp., an Oregon corporation and an indirect wholly-owned subsidiary of Parent (“Purchaser”), and each of the stockholders of the Company set forth on Schedule A hereto (each, a “Stockholder” and, collectively, the “Stockholders”).
