0001047469-13-011362 Sample Contracts

INDEMNITY AGREEMENT
Indemnity Agreement • December 23rd, 2013 • New Online Co • Services-advertising • Delaware

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of , 20 , by and between The New Online Company, a Delaware corporation (the “Company”), and (“Indemnitee”).

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EMPLOYEE MATTERS AGREEMENT
Employee Matters Agreement • December 23rd, 2013 • New Online Co • Services-advertising • Delaware

This EMPLOYEE MATTERS AGREEMENT (including all Schedules hereto, this “Agreement”), dated as of [·], is entered into by and between Digital Generation, Inc., a Delaware corporation (“DG”), and The New Online Company, a Delaware corporation (“SpinCo”) (each a “Party” and collectively, the “Parties”). Capitalized terms used herein shall have the meanings ascribed to them in Article I.

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AGREEMENT
Agreement • December 23rd, 2013 • New Online Co • Services-advertising • Delaware

This agreement, effective October 7, 2013 (this “Agreement”), is by and among the persons and entities listed on Exhibit A hereto (collectively, “Meruelo Stockholders,” or individually “Meruelo Stockholder”) and Digital Generation, Inc. (“DG” or the “Company”). In consideration of and reliance upon the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

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TAX MATTERS AGREEMENT
Tax Matters Agreement • December 23rd, 2013 • New Online Co • Services-advertising • Delaware

This Tax Matters Agreement (this “Agreement”), dated as of [·], is entered into by and between Digital Generation, Inc., a Delaware corporation (“DG”), and The New Online Company, a Delaware corporation (“SpinCo” and together with DG, the “Parties”). Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings ascribed to such terms in the Separation and Redemption Agreement, dated as of the date hereof, by and between DG and SpinCo (the “Separation Agreement”).

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SEPARATION AND REDEMPTION AGREEMENT By and between DIGITAL GENERATION, INC. and THE NEW ONLINE COMPANY Dated as of [·]
Separation and Redemption Agreement • December 23rd, 2013 • New Online Co • Services-advertising • Delaware
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TRANSITION SERVICES AGREEMENT dated as of between THE NEW ONLINE COMPANY And DIGITAL GENERATION, INC.
Transition Services Agreement • December 23rd, 2013 • New Online Co • Services-advertising • Delaware
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