Working Capital Reconciliation Agreement Sample Contracts

FORM OF WORKING CAPITAL RECONCILIATION AGREEMENT
Working Capital Reconciliation Agreement • May 15th, 2007 • New 360 • California

This WORKING CAPITAL RECONCILIATION AGREEMENT (this “Agreement”), dated as of [_________], 2007, is by and among DG FastChannel, Inc., a Delaware corporation (the “Purchaser”), POINT.360, a California corporation (the “Company”), and New 360, a California corporation and a wholly-owned subsidiary of the Company (the “PPB Sub”). All capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Merger Agreement (as defined below).

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FORM OF WORKING CAPITAL RECONCILIATION AGREEMENT
Working Capital Reconciliation Agreement • June 8th, 2007 • DG FastChannel, Inc • Services-business services, nec • California

This WORKING CAPITAL RECONCILIATION AGREEMENT (this "Agreement"), dated as of [ ], 2007, is by and among DG FastChannel, Inc., a Delaware corporation (the "Purchaser"), POINT.360, a California corporation (the "Company"), and New 360, a California corporation and a wholly-owned subsidiary of the Company (the "PPB Sub"). All capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Merger Agreement (as defined below).

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