Registration Rights and Standstill Agreement Sample Contracts

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REGISTRATION RIGHTS AND STANDSTILL AGREEMENT
Registration Rights and Standstill Agreement • April 28th, 2006 • Digital Generation Systems Inc • Services-business services, nec • Texas

This Agreement is made pursuant to the terms of the Second Amended and Restated Agreement and Plan of Merger, dated as of April 14, 2006 among the Company, DG Acquisition Corp. IV, a wholly owned subsidiary of the Company, and FastChannel Network, Inc., a Delaware corporation (the "Merger Agreement"), in order to permit certain holders of Registrable Securities (as defined herein) to provide for an orderly sale of the shares so as to minimize an adverse affect of the market for such shares.

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