Pinnacle Systems GmbH Steinberg Media Technologies AG Share Purchase and Transfer Agreement dated December 18, 2002 [Linklaters Oppenhoff & Radler LOGO]Pinnacle Systems Inc • January 7th, 2003 • Photographic equipment & supplies
In consideration thereof and at the request of the Managing Sellers, we, the undersigned bank, hereby unconditionally and irrevocably undertake the Guarantee (“selbstschuldnerische Bürgschaft”) pursuant to §§ 765 ff BGB (German Civil Code) waiving the defence of challenge (Anfechtung) and set-off (Aufrechnung) and advance action (“Vorausklage”) pursuant to §§ 770, 771 BGB (German Civil Code) — hereinafter called “the Guarantee” — to the Purchaser for any claim of the Purchaser with respect to any breach of the statements made by the Sellers under Sec. 5 and 6 of the Purchase Agreement up to the maximum amount of
PINNACLE SYSTEMS, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 7th, 2003 • Pinnacle Systems Inc • Photographic equipment & supplies • California
This Registration Rights Agreement (the “Agreement”) is made as of January 2, 2003, by and between Pinnacle Systems, Inc., a California corporation (the “Company”) and Manfred Rürup and Karl Steinberg (each a “Managing Seller” and together the “Managing Sellers”).
