SUPPORT AGREEMENTSupport Agreement • June 8th, 2007 • DG FastChannel, Inc • Services-business services, nec • California
This SUPPORT AGREEMENT (this "Agreement"), dated April 16, 2007, is by and between DG FastChannel, Inc., a Delaware Corporation (the "Purchaser"), and Haig S. Bagerdjian (the "Stockholder"), a stockholder of POINT.360, a California corporation (the "Company"). All capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Merger Agreement (as defined below).
FORM OF OFFICER CONFIDENTIALITY AGREEMENTOfficer Confidentiality Agreement • June 8th, 2007 • DG FastChannel, Inc • Services-business services, nec • California
This Confidentiality Agreement (this "Agreement"), dated as of [ ], 2007, is by and among DG FastChannel, Inc., a Delaware corporation (the "Purchaser"), Haig S. Bagerdjian, and Alan R. Steel. All capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Merger Agreement (as defined below).
FORM OF WORKING CAPITAL RECONCILIATION AGREEMENTReconciliation 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).
FORM OF NONCOMPETITION AGREEMENTNoncompetition Agreement • June 8th, 2007 • DG FastChannel, Inc • Services-business services, nec • California
This NONCOMPETITION AGREEMENT (this "Agreement"), dated as of [ ], 2007, is by and between DG FastChannel, Inc., a Delaware Corporation (the "Purchaser"), and New 360, a California corporation (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).
FORM OF INDEMNIFICATION AND TAX MATTERS AGREEMENTTax Matters Agreement • June 8th, 2007 • DG FastChannel, Inc • Services-business services, nec • California
This INDEMNIFICATION AND TAX MATTERS AGREEMENT (this "Agreement"), dated as of [ ], 2007, is by and between DG FastChannel, Inc., a Delaware corporation (the "Purchaser"), and New 360, a California corporation (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).
