Xxxxx X. X. Xxxxxxxx
Xxxxx X. Xxxxxxxxxx
Xxxxx X. Xxxx, as Trustee .................. 00 Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000
Xxxxx X. Xxxx ------------------------------- Spouse of Xxxxxxx X. Xxxx EXHIBIT A --------- ASSIGNMENT SEPARATE FROM CERTIFICATE ------------------------------------ FOR VALUE RECEIVED and pursuant to that certain Common Stock Purchase Agreement between the undersigned ("Purchaser") and Pacific Digital Media, Inc. --------- (the "Company") dated _______________ (the "Agreement"), Purchaser hereby sells, ------- --------- assigns and transfers unto the Company _________________________________ (________) shares of the Common Stock of the Company standing in Purchaser's name on the Company's books and represented by Certificate No. _____, and does hereby irrevocably constitute and appoint ______________________ to transfer said stock on the books of the Company with full power of substitution in the premises. THIS ASSIGNMENT MAY ONLY BE USED AS AUTHORIZED BY THE AGREEMENT AND THE EXHIBITS THERETO. Dated: ______________________ Signature: /s/ Xxxxxxx X. Xxxx ------------------------------ Xxxxxxx X. Xxxx /s/ Xxxxx X. Xxxx ------------------------------ Spouse of Xxxxxxx X. Xxxx (if applicable) Instruction: Please do not fill in any blanks other than the signature line. The purpose of this assignment is to enable the Company to exercise its repurchase option set forth in the Agreement without requiring additional signatures on the part of Purchaser. EXHIBIT B --------- ACKNOWLEDGMENT AND STATEMENT OF DECISION ---------------------------------------- REGARDING SECTION 83(b) ELECTION -------------------------------- The undersigned has entered into a stock purchase agreement with Pacific Digital Media, Inc., a California corporation (the "Company"), pursuant to which ------- the undersigned is purchasing 3,000,000 shares of Common Stock of the Company (the "Shares"). In connection with the purchase of the Shares, the undersigned ------ hereby represents as follows:
Xxxxx X. Xxxx-Xxxxx ---------------------------- Notary Public State of New York [Illegible] COMPANY STOCKHOLDERS POWER OF ATTORNEY AND IRREVOCABLE PROXY Reference is hereby made to that Certain Company Stockholders Voting Agreement (the "VOTING AGREEMENT"), dated as of the date hereof, of which this Company Stockholders Power of Attorney and Irrevocable Proxy (this "IRREVOCABLE PROXY") forms a part. Capitalized terms used but not defined in this Irrevocable Proxy have the respective meanings ascribed to such terms in the Voting Agreement. This Irrevocable Proxy is being delivered by the undersigned Company Stockholder (the "GRANTING STOCKHOLDER") pursuant to Section 3.3 of the Voting Agreement. The undersigned Granting Stockholder hereby irrevocably appoints Veeco Instruments Inc., a Delaware corporation ("VEECO"), and each of Veeco's officers and other designees (each such Person, a "PROXYHOLDER") as the Granting Stockholder's attorney-in-fact and proxy pursuant to the provisions of Section 212 of the Delaware General Corporation Law, with full power of substitution, in the Granting Stockholder's name, place and stead, to vote and otherwise act (by written consent or otherwise) with respect to all of the Company Shares now owned of record or Beneficially Owned by the Granting Stockholder and of which the Granting Stockholder may hereafter acquire record or Beneficial Ownership, and any other securities, if any (the "OTHER SECURITIES"), which the Granting Stockholder is entitled to vote at any meeting of the stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting) or consent in lieu of any such meeting or otherwise:
Xxxxx X. Xxxxxxxx, Esq., Associate General Counsel, Legal and Corporate Affairs, and Assistant Secretary of the Company, shall have furnished to the Representatives his written opinion, dated the Time of Delivery, in form and substance substantially in the form set forth in Schedule IV hereto;
Xxxxx X. Xxxxxx is the general partner of a limited partnership which, together with a family trust as limited partner, owns legal and beneficial title to 100% of the outstanding equity interests in Harmony Group. Harmony Group owns legal and beneficial title to 50% of MACG. Xxxxxx X. Xxxxxxxxx is the general partner of a limited partnership which, together with a family trust as limited partner, owns legal and beneficial title to 100% of the outstanding equity interests in First Equity Realty. First Equity Realty owns legal and beneficial title to 50% of MACG.
Xxxxx X. Xxxxxx is the general partner of a limited partnership which, together with a family trust as limited partner, owns legal and beneficial title to 100% of the outstanding equity interest in the Harmony Group; the Harmony Group owns legal and beneficial title to 75% of the outstanding equity interests in the Borrower.
Xxxxx X. Xxxxxxxx Any notice, statement or demand authorized by this Agreement to be given or made by the holder of any Warrant or by the Company to or on the Warrant Agent shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five (5) days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Warrant Agent with the Company), as follows: Continental Stock Transfer & Trust Company Xxx Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: Compliance Department
Xxxxx X. Xxxxxxx ------------------------------------------ Xxxxx X. Xxxxxxx Accepted: DEX MEDIA, INC. By: /s/ Xxxxxx Xxxxxxx ---------------------------------- Its: Xxxxxx Xxxxxxx, CEO and President DEX HOLDINGS LLC By: /s/ Xxxxxx Xxxxxxx ---------------------------------- Its: Xxxxxx Xxxxxxx, Vice President EXHIBIT A SIGNATURE PAGE TO THE AMENDED AND RESTATED MANAGEMENT STOCKHOLDERS AGREEMENT OF DEX MEDIA, INC. By execution of this signature page, Xxxxxx Xxxxxxx hereby agrees to become a party to, be bound by the obligations of, and receive the benefits of, that certain Amended and Restated Management Stockholders Agreement of Dex Media, Inc. originally dated as of November 8, 2002 by and among Dex Media, Inc., Dex Holdings LLC and certain other parties named therein, as amended from time to time thereafter. /s/ Xxxxxx Xxxxxxx -------------------------------- Xxxxxx Xxxxxxx Accepted: DEX MEDIA, INC. By: /s/ Xxxxxx Xxxxxxx ---------------------------------- Its: Xxxxxx Xxxxxxx, CEO and President DEX HOLDINGS LLC By: /s/ Xxxxxx Xxxxxxx ---------------------------------- Its: Xxxxxx Xxxxxxx, Vice President EXHIBIT A SIGNATURE PAGE TO THE AMENDED AND RESTATED MANAGEMENT STOCKHOLDERS AGREEMENT OF DEX MEDIA, INC. By execution of this signature page, Xxxxxxxx Le Beau hereby agrees to become a party to, be bound by the obligations of, and receive the benefits of, that certain Amended and Restated Management Stockholders Agreement of Dex Media, Inc. originally dated as of November 8, 2002 by and among Dex Media, Inc., Dex Holdings LLC and certain other parties named therein, as amended from time to time thereafter. /s/ Xxxxxxxx Le Xxxx ---------------------------------- Xxxxxxxx Le Beau Accepted: DEX MEDIA, INC. By: /s/ Xxxxxx Xxxxxxx --------------------------------- Its: Xxxxxx Xxxxxxx, CEO and President DEX HOLDINGS LLC By: /s/ Xxxxxx Xxxxxxx --------------------------------- Its: Xxxxxx Xxxxxxx, Vice President EXHIBIT A SIGNATURE PAGE TO THE AMENDED AND RESTATED MANAGEMENT STOCKHOLDERS AGREEMENT OF DEX MEDIA, INC. By execution of this signature page, Xxxxx Xxxxxx hereby agrees to become a party to, be bound by the obligations of, and receive the benefits of, that certain Amended and Restated Management Stockholders Agreement of Dex Media, Inc. originally dated as of November 8, 2002 by and among Dex Media, Inc., Dex Holdings LLC and certain other parties named therein, as amended from time to time thereafter. /s/ Xxxxx X. Xxxxxx ------------------------------------ Xx...
