Joint Filing Agreement, dated February 9, 2015 PURSUANT TO RULE 13d-1(k)Joint Filing Agreement • February 9th, 2015 • PCF 1, LLC • Cable & other pay television services
The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows that such information is inaccurate.
NEULION, INC. STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • February 9th, 2015 • PCF 1, LLC • Cable & other pay television services • Delaware
The undersigned does hereby waive or exercise, as indicated below, the undersigned’s preemptive right under the Stockholders’ Agreement dated as of January 30, 2015 (as the same may be amended or restated from time to time, the “Agreement”):
AGREEMENT AND PLAN OF MERGER among NEULION, INC., NLDMC, INC., NLDAC, INC., PCF 1, LLC, and DIVX CORPORATION dated as of January 2, 2015Agreement and Plan of Merger • February 9th, 2015 • PCF 1, LLC • Cable & other pay television services • New York
This Agreement and Plan of Merger (this “Agreement”), dated as of January 2, 2015, is entered into among NeuLion, Inc., a Delaware corporation (“Parent”), NLDMC, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), NLDAC, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Acquisition Sub”), PCF 1, LLC, a Delaware limited liability company (“PCF”), and DivX Corporation (formerly known as PCF Number 1, Inc.), a Delaware corporation and wholly-owned subsidiary of PCF (the “Company”). The parties to this Agreement are sometimes referred to herein, individually as a “Party” and, collectively, as the “Parties”.
