AGREEMENT AND PLAN OF MERGER By and Among THE WALT DISNEY COMPANY, MAVERICK ACQUISITION SUB, INC., MAVERICK MERGER SUB, LLC and MARVEL ENTERTAINMENT, INC. Dated as of August 31, 2009Merger Agreement • September 4th, 2009 • Marvel Entertainment, Inc. • Patent owners & lessors • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of August 31, 2009 by and among The Walt Disney Company, a Delaware corporation (“Parent”), Maverick Acquisition Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), Maverick Merger Sub, LLC, a single member Delaware limited liability company and wholly owned subsidiary of Parent (“Merger LLC”), and Marvel Entertainment, Inc., a Delaware corporation (the “Company”).
VOTING AGREEMENTVoting Agreement • September 4th, 2009 • Marvel Entertainment, Inc. • Patent owners & lessors • Delaware
VOTING AGREEMENT, dated as of August 31, 2009 (this “Agreement”), by and between The Walt Disney Company, a Delaware corporation (“Parent”), Marvel Entertainment, Inc., a Delaware corporation (“Company”), and the parties listed on Schedule A attached hereto (each, a “Stockholder” and, collectively, the “Stockholders”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • September 4th, 2009 • Marvel Entertainment, Inc. • Patent owners & lessors • New York
THIS AMENDMENT TO EMPLOYMENT AGREEMENT, dated as of August 31, 2009 (this “Amendment”), is between Marvel Entertainment, Inc., a Delaware corporation (the “Company”), and John Turitzin (the “Executive”).
AMENDMENT NO. 3 TO RIGHTS AGREEMENTRights Agreement • September 4th, 2009 • Marvel Entertainment, Inc. • Patent owners & lessors • Delaware
This AMENDMENT NO. 3 TO RIGHTS AGREEMENT (this “Amendment”), dated as of August 31, 2009, is made and entered into by and between Marvel Entertainment, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, as rights agent (the “Rights Agent”). Capitalized terms not otherwise defined in this Amendment shall have the meaning ascribed to such terms in the Rights Agreement (as defined below).
