Exhibit 12 AGREEMENT AND PLAN OF MERGER by and among DIGITAL GENERATION SYSTEMS, INC., SG NEVADA MERGER SUB INC.,Agreement and Plan of Merger • July 10th, 2000 • Ginsburg Scott K • Services-advertising agencies • Nevada
Exhibit 14 VOTING AGREEMENT DIGITAL GENERATION SYSTEMS, INC. 875 Battery Street San Francisco, California STARGUIDE DIGITAL NETWORKS, INC. 300 East Second Street Suite 1150 Reno, Nevada Ladies and Gentlemen: The undersigned, Scott K. Ginsburg, is a...Voting Agreement • July 10th, 2000 • Ginsburg Scott K • Services-advertising agencies
The undersigned, Scott K. Ginsburg, is a beneficial owner of, or has the right to vote, the number of shares set forth on Schedule I hereto (the "Shares") of StarGuide Digital Networks, Inc., a corporation organized and existing under the laws of the State of Nevada (the "Company"), and wishes to facilitate the merger of SG Nevada Merger Sub Inc., a wholly-owned subsidiary of Digital Generation Systems, Inc., a corporation organized and existing under the laws of the State of California ("DG" and such subsidiary, "Merger Sub"), with and into the Company, pursuant to that certain Agreement and Plan of Merger by and among the Company, DG and Merger Sub dated as of July 7, 2000 (the "Agreement" and such merger, the "Merger"). The undersigned recognizes that the Merger will be of benefit to the undersigned, and that approval of the Merger by shareholders of the Company at a meeting of Company shareholders (the "Company Shareholders Meeting") is a condition to the consummation of the Merger
Exhibit 13 VOTING AGREEMENT DIGITAL GENERATION SYSTEMS, INC. 875 Battery Street San Francisco, California STARGUIDE DIGITAL NETWORKS, INC. 300 East Second Street Suite 1150 Reno, Nevada Ladies and Gentlemen: The undersigned, Scott K. Ginsburg, is a...Voting Agreement • July 10th, 2000 • Ginsburg Scott K • Services-advertising agencies
The undersigned, Scott K. Ginsburg, is a beneficial owner of, or has the right to vote, the number of shares set forth on Schedule I hereto (the "Shares") of Digital Generation Systems, Inc., a corporation organized and existing under the laws of the State of California (the "Company"), and wishes to facilitate the merger of SG Nevada Merger Sub Inc., a wholly-owned subsidiary of the Company ("Merger Sub"), with and into StarGuide Digital Networks, Inc., a corporation organized and existing under the laws of the State of Nevada ("StarGuide"), pursuant to that certain Agreement and Plan of Merger by and among the Company, StarGuide and Merger Sub dated as of July 7, 2000 (the "Agreement" and such merger, the "Merger"). The undersigned recognizes that the Merger will be of benefit to the undersigned, and that approval of the Merger by shareholders of the Company at a meeting of Company shareholders (the "Company Shareholders Meeting") is a condition to the consummation of the Merger and
Exhibit 15 LOCK-UP AGREEMENT DIGITAL GENERATION SYSTEMS, INC. 875 Battery Street San Francisco, California Ladies and Gentlemen: The undersigned, Scott K. Ginsburg, is a holder of securities of Digital Generation Systems, Inc., a corporation organized...Lock-Up Agreement • July 10th, 2000 • Ginsburg Scott K • Services-advertising agencies
