AGREEMENT AND PLAN OF MERGER

Exhibit 10.1

EXECUTION COPY

A GREEMENT A ND P LAN O F M ERGER

B Y A ND A MONG

M ACROVISION C ORPORATION ,

A LL M EDIA G UIDE H OLDINGS , I NC .,

A SPEN A CQUISITION C ORP .,

D IGITAL O N - DEMAND , I NC .,

A D ELAWARE

C ORPORATION ,

A ND

D IGITAL O N - DEMAND , I NC .,

A C ALIFORNIA

C ORPORATION , A S R EPRESENTATIVE

N OVEMBER  5, 2007

TABLE OF CONTENTS

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TABLE OF CONTENTS

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TABLE OF CONTENTS

(continued)

L IST O F E XHIBITS A ND A NNEXES

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A GREEMENT A ND P LAN O F M ERGER

This A GREEMENT AND P LAN OF M ERGER (this “ Agreement ”) is made and entered into as of November 5, 2007 (the “ Agreement Date ”) by and among Macrovision Corporation, a Delaware corporation (“ Macrovision ”), Aspen Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Macrovision (“ Merger Sub ”), All Media Guide Holdings, Inc., a Delaware corporation (the “ Company ”), Digital On-Demand, Inc., a Delaware corporation (the “ Controlling Stockholder ”), and Digital On-Demand, a California corporation, as Representative (and in its own capacity for purposes of the DOD License referenced herein), solely with respect to Article IX hereof and such other provisions hereof which specifically refer to such Representative in its capacity as such or in its own capacity (the “ Representative ”).

R ECITALS

A. The parties intend that, subject to the terms and conditions hereinafter set forth, Merger Sub shall merge with and into the Company (the “ Merger ”), with the Company to be the surviving corporation of the Merger (the “ Surviving Corporation ”), on the terms and subject to the conditions of this Agreement and pursuant to the applicable provisions of the laws of the State of Delaware.

B. The Boards of Directors of Macrovision, Merger Sub and the Company have determined that the Merger is in the best interests of their respective stockholders and have approved and declared advisable this Agreement and the Merger.

C. Macrovision, Merger Sub and the Company desire to make certain representations, warranties, covenants and agreements in connection with the Merger and to prescribe various conditions to the Merger.

NOW, THEREFORE, in consideration of the foregoing and the mutual promises, covenants and conditions contained herein, the parties hereby agree as follows:

ARTICLE I

CERTAIN DEFINITIONS

As used in this Agreement, the following terms shall have the meanings set forth below. Unless indicated otherwise, all mathematical calculations contemplated hereby shall be made to the fifth decimal place.

“ Affiliate ” has the meaning set forth in Rule 144 promulgated under the Securities Act.

“ Alternative Transaction ” means: (A) any acquisition or purchase of Company Capital Stock from the Company by any persons or “group” (as defined under Section 13(d) of the Exchange Act and the rules and regulations thereunder) representing more than a 15% voting interest in any class or series of Company Capital Stock or any tender offer or exchange offer or privately negotiated share transfer that if consummated would result in any persons or “group” (as defined under Section 13(d) of the Exchange Act and the rules and regulations thereunder) beneficially owning Company Capital Stock representing 15% or more of the voting interest in any class or series of Company Capital Stock or any merger, consolidation, business combination or similar transaction involving the Company pursuant to which the Company Stockholders immediately preceding such transaction hold less than 85% of the equity interests in any class or series of capital stock of the surviving or resulting entity of such transaction; (B) any sale, lease, exchange, transfer, license, acquisition or disposition of a substantial portion of the assets or equity or ownership interests of an Acquired Company; (C) any sale, lease, exchange, transfer, license or

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disposition to a third party of a portion of the Company Business; or (D) any initial public offering of capital stock or other securities of an Acquired Company pursuant to a registration statement filed under the Securities Act.

“ Applicable Law ” means, collectively, all foreign, federal, state, local or municipal laws, statutes, ordinances, regulations, and rules, and all orders, writs, injunctions, awards, judgments and decrees applicable to the assets, properties and business (and any regulations promulgated thereunder) of the applicable company or entity.

“ Balance Sheet Date ” means September 30, 2007.

“ Certificate of Merger ” means the certificate of merger to be filed with the Office of the Secretary of State of the State of Delaware at the time of Closing in such appropriate form as shall be required by Delaware Law.

“ Closing ” means the closing of the transactions necessary to consummate the Merger.

“ Closing Common Stock ” means the number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time.

“ Closing Date ” means a time and date on which the Closing shall occur to be specified by the parties, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in Article VII, or at such other time, date and location as the parties hereto agree in writing.

“ Code ” means the Internal Revenue Code of 1986, as amended.

“ Company Ancillary Agreements ” means, collectively, each certificate to be delivered on behalf of the Company by an officer or officers of the Company at the Closing pursuant to Article VII and each agreement or document (other than this Agreement) that the Company is to enter into as a party thereto pursuant to this Agreement.

“ Company Balance Sheet ” means the Company’s consolidated unaudited balance sheet as of the Balance Sheet Date included in the Company Financial Statements.

“ Company Business ” means the business of the Acquired Companies as presently conducted.

“ Company Capital Stock ” means the Company Common Stock and the Company Preferred Stock.

“ Company Common Stock ” means the Common Stock of the Company.

“ Company Debt ” means all outstanding principal (whether or not due) owed by an Acquired Company pursuant to (i) any agreements relating to the provision of credit to an Acquired Company (including, without limitation, bank loans and lines of credit), (ii) any financing or lease arrangements (including, without limitation, equipment financing arrangements or leases) which are properly classified as “capital leases” in accordance with GAAP or (iii) any similar instruments or arrangements to which an Acquired Company is a party or under which an Acquired Company is liable (other than trade liabilities (including liabilities to creditors for raw materials, inventories, services and supplies)) incurred in the ordinary course of its business); provided that Company Debt excludes all liabilities and obligations owed by any Acquired Company to any other Acquired Company. For the avoidance of doubt, Company Debt shall include the Company’s $254,716 debt to Tom Sulzer and the amount of the Controlling Stockholder Debt as of the Closing Date.

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“ Company Disclosure Schedule ” means the disclosure schedule delivered concurrently herewith and dated as of the Agreement Date and delivered by the Company to Macrovision on the Agreement Date listing any exceptions to the representations and warranties of the Company herein (each of which exceptions, in order to be effective, shall clearly indicate the Section and, if applicable, the subsection of Article III to which it relates unless it is readily apparent from the face of the disclosure that such disclosure is responsive to another Section (in which case such disclosure shall be deemed disclosed with respect only to such other section) and each of which exceptions shall not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

“ Company Financial Statements ” means (A) the unaudited financial statements (including balance sheet, income statement and statement of cash flows) as of December 31, 2006 and for the fiscal year ended December 31, 2006 for the Acquired Companies and (B) the unaudited financial statements (including balance sheet, income statement and statement of cash flows) as of September 30, 2007 and for the nine-month period ended September 30, 2007 for the Acquired Companies.

“ Company Material Contract ” means any Contract required to be listed on the Company Disclosure Schedule pursuant to Section 3.11 or Section 3.13.

“ Company Stockholders ” means the holders of shares of Company Capital Stock.

“ Contract ” means any legally binding contract, agreement, instrument, commitment, understanding or undertaking (including leases, licenses, mortgages, notes, guarantees, sublicenses, subcontracts, invoices and purchase orders).

“ Controlling Stockholder Debt ” means the amount of the inter-company note owing by the Company to the Controlling Stockholder, as of the Closing Date and certified to Macrovision by the President or Chief Executive Officer of the Company at least two (2) business days prior to the Closing Date.

“ Delaware Law ” means the General Corporation Law of the State of Delaware.

“ Dissenters Deadline Date ” means the first date at or after the Effective Time on which no holder of Company Capital Stock as of immediately prior to the Effective Time has an opportunity to perfect appraisal rights in accordance with Delaware Law in connection with the Merger in respect of any shares of Company Capital Stock.

“ Dissenting Shares ” means any shares of Company Capital Stock that are issued and outstanding immediately prior to the Effective Time and in respect of which appraisal rights shall have been perfected prior to the Dissenters Deadline Date in accordance with Delaware Law, in connection with the Merger.

“ Documentation ” means, collectively, programmers’ notes or logs, source code annotations, user guides, manuals, instructions, software architecture designs, layouts, any know how, and any other designs, plans, drawings, documentation, materials, supplier lists, software source code and object code, net lists, photographs, development tools, blueprints, media, memoranda and records that are primarily related to or otherwise necessary for the use and exploitation of any products or any products in development of an Acquired Company, whether in tangible or electronic form, whether owned by an Acquired Company or held by an Acquired Company under any licenses or sublicenses (or similar grants of rights).

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“ DOD License ” means that certain license agreement between the Representative and All Media Guide, LLC on substantially the terms set forth on Exhibit C and in substantially the form of agreement also attached as part of Exhibit C.

“ Effective Time ” means the time of the filing of the Certificate of Merger with the Office of the Secretary of State of the State of Delaware (or such later time as may be mutually agreed in writing by the Company and Macrovision and specified in the Certificate of Merger); provided that the Effective Time shall occur on the Closing Date.

“ Employee Retention Escrow Amount ” means an amount equal to $500,000 to be withheld from the Total Consideration paid to the Company Stockholders in accordance with this Agreement and placed in a interest-bearing escrow account separate from the Escrow Account in accordance with the Escrow Agreement and Section 2.3 of this Agreement.

“ Encumbrance ” means, with respect to any asset, any mortgage, deed of trust, lien, pledge, charge, security interest, title retention device, collateral assignment, adverse claim as to title, or other similar title or ownership restriction or encumbrance in respect of such asset including any restriction on the voting of any security, any restriction on the transfer of any security or other asset, any restriction on the receipt of any income derived from any asset and any restriction on the possession, exercise or transfer of any other attribute of ownership of any asset, other than a Permitted Encumbrance. For purposes of clarification only, an inability to sell a security without registering such security for sale under the Securities Act or other federal securities laws shall not represent an Encumbrance.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended.

“ ERISA Affiliate ” means any entity which is a member of (A) a “controlled group of corporations”, as defined in Section 414(b) of the Code; (B) a group of entities under “common control”, as defined in Section 414(c) of the Code; or (C) an “affiliated service group”, as defined in Section 414(m) of the Code, or treasury regulations promulgated under Section 414(o) of the Code, any of which includes the Company.

“ Escrow Account ” means an interest-bearing escrow account with the Escrow Agent into which the Escrow Holdback Amount shall be deposited by Macrovision on the Closing Date.

“ Escrow Agent ” means Wells Fargo Bank, National Association.

“ Escrow Holdback Amount ” means $10,000,000 to be withheld from the Total Consideration paid to the Company Stockholders in accordance with this Agreement and placed in the Escrow Account in accordance with the Escrow Agreement and Section 2.3 of this Agreement, for the purpose of securing the Company’s indemnity obligations set forth in Section 9.2 of this Agreement. Any earnings that may accumulate or accrue on the Escrow Holdback Amount in accordance with the terms of the Escrow Agreement shall be for the benefit of the Company Stockholders in accordance with their respective Pro Rata Shares, provided, however, in the event Macrovision receives a distribution from the Escrow Account pursuant to the terms of the Escrow Agreement in respect for a claim for indemnification in accordance with the terms of Article IX hereof, such distribution shall also include an amount of earnings for such claim accrued from the Closing Date until the date of such distribution. For the avoidance of doubt, the Escrow Holdback Amount shall not include the Employee Retention Escrow Amount.

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“ Escrow Property ” means the Escrow Holdback Amount, together with any income thereon received with respect to the Escrow Holdback Amount while such Escrow Property is held in escrow under the Escrow Agreement (as defined in Section 2.3).

“ Escrow Release Date ” means the 12-month anniversary of the Closing Date.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

“ GAAP ” means United States generally accepted accounting principles in effect as of the date of this Agreement or, in the case of the Company Financial Statements, in effect as of the date thereof or during the periods covered thereby.

“ Governmental Authority ” means any court or tribunal, governmental or regulatory body, administrative agency, commission or other governmental authority.

“ Independent Accounting Firm ” means an international or national accounting firm which is mutually agreed upon by the Representative and Macrovision.

“ Intellectual Property ” means, collectively, all worldwide industrial and intellectual property rights, including patents, patent applications, patent rights, trademarks, trademark registrations and applications therefor, trade dress rights, trade names, service marks, service mark registrations and applications therefor, Internet domain names, Internet and World Wide Web URLs or addresses, copyrights, copyright registrations and applications therefor, mask work rights, mask work registrations and applications therefor, franchises, licenses, inventions, trade secrets, know-how, customer lists, supplier lists, proprietary processes and formulae, technology, software source code and object code, algorithms, net lists, architectures, structures, screen displays, photographs, images, layouts, development tools, designs, blueprints, specifications, technical drawings (or similar information in electronic format) and all documentation and media constituting, describing the foregoing, including manuals, programmers’ notes, memoranda and records.

“ knowledge of the Company” or “Company’s knowledge ” means the actual knowledge of a particular fact, circumstance, event or other matter in question of Karl Ryser, Presley Sims, Christopher McCleary, Chris Pirkner and Chris Woodstra and shall be deemed to include the knowledge which any such person would have obtained after making a reasonably diligent inquiry.

“ Liabilities ” means debts, liabilities and obligations, whether accrued or fixed, absolute or contingent, matured or unmatured, determined or determinable, known or unknown, including those arising under any law, action or governmental order and those arising under any Contract.

“ Macrovision Ancillary Agreements ” means, collectively, each certificate to be delivered on behalf of Macrovision by an officer or officers of Macrovision at the Closing pursuant to Article VII and each agreement or document (other than this Agreement) that Macrovision is to enter into as a party thereto pursuant to this Agreement.

“ Material Adverse Change ” and “ Material Adverse Effect ” when used in connection with an entity means any change, event, circumstance, condition or effect that is, or is likely to be, individually or in the aggregate, materially adverse in relation to the financial condition, capitalization, properties, products, assets (including intangible assets), liabilities, business, operations or results of operations of such entity and its Subsidiaries, taken as a whole, except to the extent that any such change, event, circumstance, condition or effect (a) results from the effect of actions by the Company taken at the specific request, or with the written consent, of Macrovision pursuant to this Agreement or (b) other than

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any change, effect, circumstance, development, event or occurrence relating to (i) the general business, economic, political, social or regulatory conditions in the localities, regions or countries in which the Acquired Companies operate, (ii) the financial, banking or securities markets (including changes to interest rates, currency rates or the value of the U.S. Dollar relative to other currencies, consumer confidence, stock, bond and/or debt prices and trends), (iii) the industry in which the Acquired Companies operate in general and not specifically relating to the Acquired Companies, (iv) the announcement of this Agreement or of the intention to sell the Acquired Companies, including any effect on the employees of the Acquired Companies or the Acquired Companies’ retention of their employees, (v) any acts of war, hostility, military action, sabotage or terrorism (whether or not declared) or any escalation or worsening of any such acts of war, hostility, military action, sabotage or terrorism or (vi) the transactions contemplated by this Agreement.

“ Merger Expenses ” means all out-of-pocket costs and expenses incurred or payable by the Company in connection with the Merger and this Agreement and the transactions contemplated hereby (including any fees and expenses of legal counsel, financial advisors, investment bankers and accountants related to the Merger).

“ Merger Sub Ancillary Agreements ” means, collectively, each certificate to be delivered on behalf of Merger Sub by an officer or officers of Merger Sub at the Closing pursuant to Article VII and each agreement or document (other than this Agreement) that Merger Sub is to enter into as a party thereto pursuant to this Agreement.

“ Merger Sub Common Stock ” means the Common Stock, par value $0.001 per share, of Merger Sub.

“ Net Working Capital Adjustment ” shall mean, (i) if the Net Working Capital exceeds $748,000, then the amount (expressed as a positive number) equal to such excess and (ii) if the Net Working Capital is less than $748,000, then the amount equal to such shortfall and (iii) if Net Working Capital equals $748,000, then the amount equal to zero. The calculation of the Net Working Capital of the Company shall be made in accordance with the procedures set forth in Section 2.2.

“ Net Working Capital ” means the positive or negative number obtained by subtracting (i) the Working Capital Liabilities from (ii) the Working Capital Assets.

“ Per Share Merger Consideration ” means the dollar amount rounded to the nearest one hundredth of a cent, equal to the fraction, the numerator of which is Total Consideration and the denominator of which is the Closing Common Stock.

“ Permitted Encumbrances ” means (A) Encumbrances for Taxes that are not yet due and payable or Encumbrances in respect of Taxes, the validity of which are being contested in good faith by appropriate proceedings; (B) Encumbrances in favor of landlords, vendors, mechanics, carriers, workmen, lessors, renters or other like Encumbrances or that are being contested in good faith by appropriate proceedings; (C) deposits or pledges made in connection with, or to secure payment of, workers’ compensation, unemployment insurance or similar programs mandated by Applicable Law; (D) Encumbrances in connection with the Union Bank Facility and (E) any minor imperfection of title or similar liens, charges or encumbrances which individually or in the aggregate with other such liens, charges and encumbrances does not impair the value of the property subject to such lien, charge or encumbrance or the use of such property in the conduct of the Business.

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“ Person ” means any individual, corporation, company, limited liability company, partnership, limited liability partnership, trust, estate, proprietorship, joint venture, association, organization, entity or Governmental Authority.

“ Pre-Closing Taxes ” means Taxes of the Company from (A) a taxable period that closes on or before the Closing Date and (B) the pre-closing portion of any taxable period that commences before and ends after the Closing Date. For this purpose, the pre-closing portion of a taxable period that commences before and ends after the Closing Date shall be deemed to be: (x) in the case of any Taxes other than Taxes based upon or related to income, expenditures (including payroll), receipts or the sale or transfer of any property, the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date and the denominator of which is the number of days in the entire taxable period, and (y) in the case of any Tax based upon or related to income, expenditures (including payroll), receipts or the sale or transfer of any property, the amount which would be payable if the relevant taxable period ended on the Closing Date. For the avoidance of doubt, Pre-Closing Taxes include, without limitation, any Taxes arising from the 338(h)(10) Election provided for in Section 2.11 of this Agreement.

“ Pro Rata Share ” means, as to any Company Stockholder, a fraction, the numerator of which is the aggregate amount of the Total Consideration that such Company Stockholder is entitled to receive pursuant to Section 2.1(c) in respect of such Company Stockholder’s equity interest in the Company, and the denominator of which is the aggregate amount of the Total Consideration that all such Company Stockholders are entitled to receive pursuant to Section 2.1(c) in respect of their equity interest in the Company (other than Dissenting Shares).

“ Representative ” means the Controlling Stockholder.

“ SEC ” means the Securities and Exchange Commission.

“ Securities Act ” means the Securities Act of 1933, as amended.

“ Specified Percentage ” means, as to any Specified Party, a fraction: (x) the numerator of which is the number of shares of Company Common Stock and (y) the denominator of which is the sum of the aggregate number of outstanding shares of Company Common Stock. The Specified Percentage shall be calculated as of the Effective Time.

“ Spreadsheet ” means the spreadsheet to be attached as Schedule 3.4(d) of the Company Disclosure Schedule, which spreadsheet shall be dated as of the Closing Date and shall set forth, as of the Closing Date and immediately prior to the Effective Time, the following factual information relating to holders of Company Capital Stock: (A) the names of all the Company Stockholders; (B) the number and kind of shares of Company Capital Stock such Persons and the respective certificate numbers; and (C) the Pro Rata Share and Specified Percentage (expressed both as a percentage and as a number of shares) of each Company Stockholder in the Escrow Holdback Amount and the Employee Retention Escrow Account as of the Closing Date and immediately prior to the Effective Time. The spreadsheet shall be prepared by the Company and reviewed by Macrovision and the parties shall use reasonable efforts to cause the Spreadsheet to be finalized at least five (5) days prior to the Closing Date (and then updated as needed to reflect further changes up to the Closing Date and immediately prior to the Effective Time). In finalizing the Spreadsheet, the Company shall also update Schedule 3.4(a).

“ Subsidiary ” means a corporation or other business entity in which the Company owns, directly or indirectly, at least a 50% interest or that is otherwise, directly or indirectly, controlled by such entity.

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“ Tax ” (and, with correlative meaning, “ Taxes ”) means (A) any net income, alternative or add-on minimum tax, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, environmental or windfall profit tax, custom duty or other tax, including Michigan Single Business Tax, governmental fee or other like assessment or charge of any kind whatsoever in the nature of a tax, together with any interest or any penalty, addition to tax or additional amount imposed by any governmental entity responsible for the imposition of any such tax (domestic or foreign), (B) any liability for the payment of any amounts of the type described in clause (A) of this sentence as a result of being a member of an affiliated, consolidated, combined, unitary or aggregate group for any taxable period, and (C) any liability for the payment of any amounts of the type described in clause (A) or (B) of this sentence as a result of being a transferee of or successor to any Person or as a result of any express or implied obligation to indemnify any other Person.

“ Tax Return ” means any foreign, federal, state, local or municipal return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

“ Total Consideration ” means $75,000,000 minus (i) the Company Debt as of the Closing Date (which shall be paid by Macrovision at Closing in accordance with Section 2.10 hereof), (ii) the amount of Merger Expenses of the Company (which shall be detailed and paid in full by Macrovision immediately following the Closing (simultaneously with the payment to the Exchange Agent pursuant to Section 2.6 hereof)), (iii) the Success Bonus Amount ( i.e. $750,000) which shall be wired to the Company by Macrovision and then paid by the Company at Closing to the recipients of the Success Bonuses, net of applicable withholding and (iv) the Employee Retention Escrow Amount which shall be deposited by Macrovision with the Escrow Agent.

“ Success Bonuses ” means bonuses in an aggregate amount equal to $750,000 payable to certain employees of the Acquired Companies designated by the Company in writing to Macrovision prior to the Closing Date.

“ Union Bank Facility ” means that certain Credit Agreement, dated as of August 31, 2005 between the Controlling Stockholder and Union Bank of California, N.A.

“ Working Capital Assets ” means those current assets of the Acquired Companies as of 12:01 a.m. (Pacific time) on the Closing Date (consisting of the line items set forth on Annex 1 attached hereto).

“ Working Capital Liabilities ” means those current liabilities of the Acquired Companies as of 12:01 a.m. (Pacific time) on the Closing Date (consisting of the line items from the set forth on Annex 1 attached hereto).

Other capitalized terms defined elsewhere in this Agreement and not defined in this Article I shall have the meanings assigned to such terms in this Agreement.

ARTICLE II

THE MERGER

2.1 Conversion of Shares.

(a) Conversion of Merger Sub Common Stock. At the Effective Time, each share of Merger Sub Common Stock that is issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of Common Stock, par value

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$0.001 per share, of the Surviving Corporation, and the shares of the Surviving Corporation into which the shares of Merger Sub Common Stock are so converted shall be the only shares of Company Common Stock that are issued and outstanding immediately after the Effective Time.

(b) Cancellation of Company-Owned Stock. Notwithstanding the provisions of Section 2.1(c) below, each share of Company Capital Stock held by the Company immediately prior to the Effective Time shall be cancelled and extinguished without any conversion thereof.

(c) Conversion of Company Common Stock. Subject to the terms and conditions of this Agreement, at the Effective Time, each share of Company Common Stock that is issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without the need for any further action on the part of the holder thereof, be converted into and represent the right to receive an amount of cash, without interest, equal to the Per Share Merger Consideration. The amount of cash each Company Stockholder is entitled to receive for the shares of Company Common Stock held by such Company Stockholder shall be rounded up or down to the nearest whole cent and computed after aggregating all shares of Company Common Stock held by such Company Stockholder. The provisions of this Section 2.1(c) are subject to the provisions of Section 2.7 (regarding rights of holders of Dissenting Shares) and Section 2.3 (regarding the withholding of the Escrow Holdback Amount).

(d) Adjustments. In the event of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into capital stock), reorganization, reclassification, combination, recapitalization or other like change with respect to the Company Capital Stock occurring after the date hereof and prior to the Effective Time, all references in this Agreement to specified numbers of shares of any class or series affected thereby, and all calculations provided for that are based upon numbers of shares of any class or series (or trading prices therefor) affected thereby, shall be equitably adjusted to the extent necessary to provide the parties the same economic effect as contemplated by this Agreement prior to such stock split, reverse stock split, stock dividend, reorganization, reclassification, combination, recapitalization or other like change.

2.2 Net Working Capital Adjustments.

(a) Not less than seventy-five (75) days following the Effective Time, Macrovision shall deliver to the Representative a balance sheet of the Company as of the close of business on the Closing Date and a calculation of the Net Working Capital and Net Working Capital Adjustment (the “ Closing Date Statement ”). The Closing Date Statement shall be prepared in the same manner and on a consistent basis (including the basis of calculation of individual line items and the determination of allowances and reserves) with the Company’s past practice and Annex 1 and in accordance with the Company’s books and records and in a manner that fairly and accurately reflects the Company’s assets and liabilities as of the Closing Date.

(b) Following the delivery by Macrovision of the Closing Date Statement, the Representative and its representatives shall be given all such access as they may reasonably require during Macrovision’s normal business hours (or such other times as the parties may agree) to those books and records of the Company in the possession of, and/or under the control of, Macrovision and/or the Acquired Companies, and access to such personnel or representatives of the Company and Macrovision as they may reasonably require for the purposes of resolving any disputes or responding to any matters or inquiries raised concerning the Closing Date Statement and/or the calculation of the Net Working Capital Adjustment.

(c) The Representative shall have thirty (30) days following the date of delivery by Macrovision to the Representative of the Closing Date Statement to provide Macrovision with a written

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certificate confirming that the Net Working Capital Adjustment as proposed by Macrovision is acceptable (the “ Confirmation Certificate ”) or notifying Macrovision in writing of any good faith reasonable objections to the calculation of the Net Working Capital Adjustment as proposed by Macrovision (a “ Balance Sheet Dispute Notice ”) setting forth a reasonably specific and detailed description of such objections. If a Confirmation Certificate is delivered by the Representative pursuant to this Section 2.2(c), the Net Working Capital Adjustment proposed by Macrovision shall be binding on the parties to this Agreement and the Company Stockholders.

(d) If the Representative shall object to the Closing Date Statement or Macrovision’s calculation of the Net Working Capital Adjustment as reflected in a Balance Sheet Dispute Notice, a representative of Macrovision, on the one hand, and the Representative, on the other, shall attempt in good faith to resolve any such objection within thirty (30) days of the receipt by Macrovision of such notice.

(e) If Macrovision and the Representative shall be unable to resolve any such dispute within such thirty (30) day period, Macrovision and the Representative (either together or separately) shall be entitled to submit the dispute to the Independent Accounting Firm. Each of the parties to this Agreement shall, and shall cause their respective officers, directors, employees, and representatives to, provide full cooperation to the Independent Accounting Firm. The Independent Accounting Firm shall (i) consider only those matters as to which there is a dispute between the parties, (ii) be instructed to reach its conclusions regarding any such dispute within thirty (30) days after its appointment and provide a written explanation of its decision. In the event that Macrovision and the Representative shall submit any dispute to an Independent Accounting Firm, each such party may submit a “position paper” to the Independent Accounting Firm setting forth the position of such party with respect to such dispute, to be considered by such Independent Accounting Firm as it deems fit. All fees and expenses relating to the engagement of the Independent Accounting Firm shall be borne 50% by Macrovision and 50% by the Company Stockholders. The fees and expenses for which the Company Stockholders are responsible hereunder (the “ Stockholder Expenses ”) shall constitute “Damages” for purposes of Article IX and shall be withdrawn by Macrovision from the Escrow Account, without regard to the Threshold Amount, but shall not count for purposes of determining whether Damages have exceeded the Threshold Amount.

(f) If the Representative does not deliver a Balance Sheet Dispute Notice in accordance with the procedures set forth in Section 2.2(c) above ( i.e. , within the thirty (30) day period specified therein), the Closing Date Statement (together with Macrovision’s calculation of the Net Working Capital Adjustment) shall be deemed to have been accepted by all of the parties to this Agreement and the Company Stockholders and such calculation of the Net Working Capital Adjustment shall be binding on the parties for all purposes hereof. In the event that the Representative delivers a Balance Sheet Dispute Notice in accordance with the provisions above and Macrovision and the Representative are able to resolve such dispute by mutual agreement, the Closing Date Statement, together with the calculation of the Net Working Capital Adjustment, as modified by the mutual agreement of such parties, shall be deemed to have been accepted by all of the parties to this Agreement and the Company Stockholders and such revised calculation of the Net Working Capital Adjustment shall be binding on the parties for all purposes hereof. In the event that the Representative delivers a Balance Sheet Dispute Notice in accordance with the provisions set forth above and Macrovision and the Representative are unable to resolve such dispute by mutual agreement, the determination of the Independent Accounting Firm shall be final and binding on the parties and the Company Stockholders, and the Closing Date Statement, together with the calculation of the Net Working Capital Adjustment, as modified by the report of the Independent Accounting Firm, shall be deemed to have been accepted by all of the parties to this Agreement and the Company Stockholders and such revised calculation of the Net Working Capital Adjustment shall be final and binding on the parties and the Company Stockholders for all purposes hereof. The provisions of Section 9.10 shall apply to any and all acts by the Representative in connection with this Section 2.2.

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(g) Within five (5) business days after the determination the Net Working Capital Adjustment become final and binding, either (i) Macrovision shall pay to the Exchange Agent (if the Net Working Capital Adjustment reflects an increase in the Total Consideration) an amount equal to such increase for payment by the Exchange Agent to the Company Stockholders in accordance with the Spreadsheet, or (ii) the Escrow Agent shall be instructed to pay to Macrovision out of the Escrow Account, on behalf of the Company Stockholders (if the Net Working Capital Adjustment reflects a decrease in the Total Consideration) an amount equal to such decrease, in each case of clause (i) and clause (ii), plus interest thereon from and including the Closing Date through the date of payment at the Prime Rate for the period from the Closing Date to the date of such payment and shall be calculated on the basis of a year of three hundred and sixty (360) days. Any such payments shall be made by wire transfer of immediately available funds no later than one (1) business day prior to the payment date.

(h) No matter that gives rise to an adjustment under this Section 2.2 shall be the subject of or eligible for a claim by Macrovision for indemnification under Article IX for the amount of such adjustment.

2.3 Escrow and Holdbacks.

(a) Escrows.

(i) Escrow Holdback Amount. At the Effective Time, Macrovision shall withhold the Escrow Holdback Amount from the Total Consideration payable pursuant to Section 2.1(c) to the Company Stockholders, in accordance with each Company Stockholder’s Pro Rata Share.

(ii) Employee Retention Escrow Amount. At the Effective Time, Macrovision shall withhold the Escrow Holdback Amount from the Total Consideration payable pursuant to Section 2.1(c) to the Company Stockholders, in accordance with each Company Stockholder’s Pro Rata Share.

(iii) Escrow Agreement. Prior to the Closing, Macrovision, the Representative and the Escrow Agent shall use their commercially reasonable efforts to enter into an escrow agreement upon terms and conditions mutually acceptable to them, acting reasonably (the “ Escrow Agreement ”). On the Closing Date, Macrovision shall cause the Escrow Holdback Amount and the Employee Retention Escrow Amount to be deposited with the Escrow Agent. For the avoidance of doubt, the Employee Retention Escrow Amount shall be separate and distinct from the Escrow Holdback Amount and the Employee Retention Escrow Amount shall not act as security for the indemnity obligations set forth in Section 9.2.

2.4 The Closing. Subject to termination of this Agreement as provided in Article VIII, the Closing shall take place at the offices of Heller Ehrman LLP, 275 Middlefield Road, Menlo Park, California, on the Closing Date (or such other place as the parties mutually agree), at a time and on a date agreed to by the parties, which date shall be not more than five (5) business days following the later of the date on which (i) the conditions set forth in Article VII have been satisfied (excluding conditions that, by their terms, cannot be satisfied until the Closing); provided, however, that the Closing shall not occur until the date that is at least 20 business days after the mailing of the Information Statement to the Company Stockholders. For purposes of this Agreement, all calculations to be made as of the Closing Date shall be made as of 12:01 a.m. on the Closing Date. The actual time and date of Closing are referred to herein as the “Closing Date.” Concurrently with the Closing or at such later date and time as may be mutually agreed in writing by the Company and Macrovision, the Certificate of Merger shall be filed with the Office of the Secretary of State of the State of Delaware in accordance with Delaware Law.

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2.5 Effects of the Merger. At and upon the Effective Time:

(a) the separate existence of Merger Sub shall cease and Merger Sub shall be merged with and into the Company, and the Company shall be the Surviving Corporation of the Merger pursuant to the terms of this Agreement and the Certificate of Merger;

(b) the Certificate of Incorporation of the Surviving Corporation shall be amended as reasonably directed by Macrovision, which amendment shall be set forth in the Certificate of Merger;

(c) the Bylaws of Merger Sub shall continue unchanged and be the Bylaws of the Surviving Corporation;

(d) the officers of Merger Sub immediately prior to the Effective Time shall be appointed as the officers of the Surviving Corporation immediately after the Effective Time until their respective successors are duly appointed; and

(e) the members of the Board of Directors of Merger Sub immediately prior to the Effective Time shall be appointed as the members of the Board of Directors of the Surviving Corporation immediately after the Effective Time until their respective successors are duly elected or appointed and qualified.

2.6 Surrender of Certificates.

(a) Immediately upon the Closing and pursuant to the terms of an exchange agent agreement entered into by and among Macrovision, the Company, the Representative and Wells Fargo Bank, National Association, as exchange agent (the “ Exchange Agent ”), Macrovision shall deposit with the Exchange Agent the Total Consideration, less the Escrow Holdback Amount and the Employee Retention Escrow Amount. The Exchange Agent shall mail to each holder of record (as of the Effective Time) of a certificate or certificates which immediately prior to the Effective Time represented shares of Company Common Stock (the “ Certificates ”) a letter of transmittal (the “ Letter of Transmittal ”) in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall contain such other customary provisions as the Exchange Agent may reasonably specify). Upon receipt of the Certificates for cancellation, together with a duly completed and validly executed Letter of Transmittal and any other documents as the Exchange Agent shall reasonably require, the Exchange Agent shall, subject to the terms of Section 2.3, cause to be promptly paid and delivered to such Company Stockholder that portion of the Total Consideration which such Company Stockholder has the right to receive to receive at the Effective Time pursuant to this Agreement. In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed, the Exchange Agent shall, as promptly as practicable following the receipt by the Exchange Agent of the foregoing documents, subject to the terms of Section 2.3, issue in exchange for such lost, stolen or destroyed Certificate that portion of the Total Consideration and any other amount payable pursuant to Section 2.1(c) represented by the lost, stolen or destroyed Certificate in exchange therefore which the Company Stockholder has the right to receive. The Exchange Agent may in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed Certificate to provide to the Exchange Agent an indemnity agreement against any claim that may be made against Macrovision or the Exchange Agent with respect to the Certificate alleged to have been lost, stolen or destroyed.

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(b) From and after the Effective Time, no shares of Company Common Stock will be deemed to be outstanding, and holders of Certificates formerly representing such Company Common Stock shall cease to have any rights with respect thereto except as provided herein or by Applicable Law.

(c) At the Effective Time, the stock transfer books of Company shall be closed and no transfer of Company Common Stock shall thereafter be made. If, after the Effective Time, Certificates formerly representing shares of Company Common Stock are presented to Macrovision or the Surviving Corporation, they shall be cancelled and exchanged for that portion of the Total Consideration and any other amount payable with respect to such Company Common Stock in accordance with Section 2.1(c), subject to the terms of Section 2.3.

2.7 Dissenting Shares. If, in connection with the Merger, holders of Company Common Stock shall have demanded and perfected appraisal rights pursuant to Section 262 of Delaware Law, none of such Dissenting Shares shall be converted into a right to receive a portion of the Total Consideration or any other amount payable with respect to such Company Common Stock in accordance with Section 2.1(c), but shall be converted into the right to receive such consideration as may be determined to be due with respect to such Dissenting Shares pursuant to Delaware Law. Each holder of Dissenting Shares who, pursuant to the provisions of Delaware Law, becomes entitled to payment of the fair value of such shares shall receive payment therefor in accordance with Delaware Law (but only after the value therefor shall have been agreed upon or finally determined pursuant to Delaware Law. In the event that any Company Stockholder fails to make an effective demand for payment or fails to perfect its appraisal rights as to its shares of Company Common Stock or any Dissenting Shares shall otherwise lose their status as Dissenting Shares, then any such shares shall immediately be converted into the right to receive the consideration issuable pursuant to Article II in respect of such shares as if such shares had never been Dissenting Shares, and Macrovision shall issue and deliver to the holder thereof, at (or as promptly as reasonably practicable after) the applicable time or times specified in Section 2.6, following the satisfaction of the applicable conditions set forth in Section 2.6, the portion of the Total Consideration and any other amounts, to which such Company Stockholder would have been entitled under Section 2.1(c) with respect to such shares, subject to the provisions of Section 2.3 (regarding the withholding of the Escrow Holdback Amount). The Company shall give Macrovision (i) prompt notice of any demand received by the Company for appraisal of Company Common Stock or notice of exercise of a Company Stockholder’s appraisal rights in accordance with Delaware Law and (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal rights under such law. The Company agrees that, except with Macrovision’s prior written consent, it shall not voluntarily make any payment or offer to make any payment with respect to, or settle or offer to settle, any such demand for appraisal or exercise of appraisal rights.

2.8 Tax Withholding. Macrovision, the Escrow Agent or any agent of Macrovision shall be entitled to deduct and withhold from the Total Consideration or other payment otherwise payable pursuant to this Agreement to any Company Stockholder, the amounts required to be deducted and withheld under the Code, or any provision of state, local or foreign tax law, with respect to the making of such payment. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Company Stockholder in respect of whom such deduction and withholding was made.

2.9 Further Assurances. If, at any time before or after the Effective Time, any of the parties hereto reasonably believes or is advised that any further instruments, deeds, assignments or assurances are reasonably necessary to consummate the Merger or to carry out the purposes and intent of this Agreement at or after the Effective Time, then the Company, Macrovision, the Surviving Corporation and their respective officers and directors shall execute and deliver all such proper deeds, assignments, instruments and assurances and do all other things reasonably necessary to consummate the Merger and to carry out the purposes and intent of this Agreement.

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2.10 Payment of Company Debt. At the Closing, Macrovision shall wire (i) $254,716 to an account previously designated in writing by the Company, which payment shall be in full satisfaction of the Company’s outstanding indebtedness to Mr. Tom Sulzer and (ii) an amount equal to the Controlling Stockholder Debt to an account previously designated in writing by the Company, which payment shall be in full satisfaction of the Company’s outstanding indebtedness to the Controlling Stockholder. Such amounts shall be certified by each of Mr. Sulzer and the Controlling Stockholder, as applicable, in advance of the Closing as the total amounts due by the Company in full satisfaction of all outstanding indebtedness of the Company to each such entity.

2.11 338(h)(10) Election.

(a) Macrovision, on the one hand, and the Controlling Stockholder and the Company, on the other hand, shall, at the Closing, join in making elections under Section 338(h)(10) of the Internal Revenue Code of 1986, as amended, and the rules and regulations thereunder (and any corresponding elections under state and local Tax law) (collectively the “ Section 338(h)(10) Election ”) with respect to the purchase and sale of the Company Capital Stock and the Company, Macrovision and the Controlling Stockholder shall cooperate in the completion and timely filing of such election in accordance with the provisions of Treasury Regulation Section 1.338(h)(10)-1 (or any comparable provisions of state or local Tax law) or any successor provision. Macrovision and the Controlling Stockholder acknowledge and agree that the 338(h)(10) Election shall apply only to the purchase of the Company Capital Stock and that no Section 338(h)(10) election or Section 338(g) election will be made with respect to the acquisition of any other Acquired Company. Macrovision and the Controlling Stockholder shall cooperate with each other to take all actions necessary and appropriate (including executing and filing IRS Form 8023 and such other forms, returns, elections, schedules and other documents as may be required and filing consolidated and applicable state consolidated or combined tax returns for the year of the Merger including the Company) to effect and preserve the 338(h)(10) Election. The Controlling Stockholder, the Company and Macrovision, as conditions to the Closing, shall furnish completed and executed IRS Forms 8023 and required schedules thereto, and, to the extent required, any similar forms with respect to state, local or foreign Taxes. The Controlling Stockholder and Macrovision shall file all federal, state and local tax returns in conformity with Section 338(h)(10) of the Code, applicable regulations thereunder, and applicable state and local tax rules, and take no position inconsistent with such rules. The Controlling Stockholder represents that the Company is a member of an affiliated group of corporations filing consolidated federal income tax returns of which the Controlling Stockholder is the common parent, and the Controlling Stockholder has the authority to join in making the 338(h)(10) election and similar applicable state elections with respect to the Merger.

(b) At the Closing, Macrovision shall pay the Controlling Stockholder $7,000,000 in cash by wire transfer of immediately available funds to an account specified by the Controlling Stockholder prior to the Closing Date. Macrovision shall have no obligation to pay any additional amount to the Controlling Stockholder (or any of other member of the consolidated, combined or unitary Tax filing groups of which the Controlling Stockholder is the common parent) in respect of the 338(h)(10) Election, regardless of the Taxes that the Controlling Stockholder (or such member) may incur as a result of the 338(h)(10) Election and regardless of any subsequent adjustment of such Taxes.

(c) The Controlling Stockholder shall, within one hundred twenty (120) days of the Closing, prepare and furnish to Macrovision a schedule which sets forth the allocation of the deemed asset purchase consideration among the assets of the Controlling Stockholder (the “ Allocation ”). The Allocation shall be made in accordance with Section 338(h)(10) of the Code and applicable Treasury

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Regulations thereunder, provided that the parties acknowledge and agree that in no event will the Allocation value the stock of MoodLogic, Inc. at more than $8 million. Macrovision shall have thirty (30) days to object in writing to the Allocation, which objection shall be made only if the Allocation as proposed by the Controlling Stockholder is unreasonable, after which time (and assuming no such objection is made) the allocation shall be final (the “ Final Allocation ”). If Macrovision provides written notice to the Controlling Stockholder prior to the end of such period that it objects to the Allocation, and Macrovision and the Controlling Stockholder cannot agree on the Allocation within twenty (20) days of the provision of such notice (the “ Settlement Period ”), such dispute shall be settled by an Independent Accounting Firm selected in the manner provided in Section 2.2, provided that such Independent Accounting Firm shall apply the principles and methods set forth in this Section 2.11 (including the principle that the Controlling Stockholder’s proposed Allocation shall be approved unless it is unreasonable), after which time the allocation determined by the Independent Accounting Firm shall become the Final Allocation. Macrovision and the Controlling Stockholder shall submit any such dispute to the Independent Accounting Firm within ten (10) days of the expiration of the Settlement Period, and shall instruct the Independent Account to reach its determination of such dispute within thirty (30) days of such submission. The Final Allocation may be redetermined, consistent with the principals and methods set forth in this Section 2.11, upon the happening of any event requiring such re-determination. The Final Allocation, once determined, shall be annexed to this Agreement as an exhibit, and any redetermination of the Final Allocation pursuant to the preceding sentence shall likewise be annexed to this Agreement with an appropriate designation. The Final Allocation shall be binding on the Controlling Stockholder and Macrovision for all Tax reporting purposes and no party hereto shall take any position inconsistent with the Final Allocation.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Subject to the exceptions set forth in a numbered or lettered section of the Company Disclosure Schedule which corresponds to this Article III, the Company represents and warrants to Macrovision that the statements contained in this Article III are true and correct on and as of the Agreement Date and shall be true and correct as of the Closing Date:

3.1 Organization and Good Standing. The Company and each of its Subsidiaries (collectively, the “ Acquired Companies ” and each an “ Acquired Company ”) (i) is a corporation or limited liability company duly organized or formed, validly existing and in good standing under the laws of jurisdiction in which it is organized or formed, as the case may be, (ii) has the corporate or limited liability company power and authority to own, operate and lease its properties and to carry on the Company Business and (iii) is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except where the failure to be so qualified would not reasonably be expected to have a Material Adverse Effect; without limiting the foregoing, each Acquired Company is so qualified or licensed in each jurisdiction listed on Schedule 3.1 of the Company Disclosure Schedule. No Acquired Company is in violation of its Certificate of Incorporation or Bylaws or other similar organization documents, each as amended to date, and similar governing instruments.

3.2 Subsidiaries. Schedule 3.2 of the Company Disclosure Schedule sets forth a complete and correct list of each Acquired Company other than the Company. Section 3.2 of the Company Disclosure Schedule also sets forth the jurisdiction of organization and percentage of outstanding equity interests (including partnership interests and limited liability company interests) owned by an Acquired Company of any other Acquired Company. All equity interests (including partnership interests and limited liability company interests) of such Acquired Companies held by the Company or by any other Acquired Company have been duly and validly authorized and are validly issued, fully paid and non- assessable

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and were not issued in violation of any preemptive or similar rights, purchase option, call or right of first refusal or similar rights. All such equity interests owned by the Acquired Companies are free and clear of any Encumbrances. No Acquired Company is obligated to make nor is it bound by any agreement or obligation to make any investment in or capital contribution in or on behalf of an Acquired Company or other entity in which it has an equity interest.

3.3 Power, Authorization and Validity.

(a) Power and Authority. The Company has all requisite corporate power and corporate authority to enter into, execute, deliver and perform its obligations under this Agreement and each of the Company Ancillary Agreements and to consummate the Merger. The Merger and the execution, delivery and performance by the Company of this Agreement, each of the Company Ancillary Agreements and all other agreements, transactions and actions contemplated hereby or thereby, have been duly and validly approved and authorized by the Board of Directors of the Company and, upon receipt of the Stockholder Approval, will be duly and validly approved and authorized by the Company Stockholders, subject to mailing to the Company Stockholders an information statement regarding the transaction and the Stockholder Approval and the passage of twenty (20) days thereafter.

(b) No Consents. No consent, approval, order or authorization of, or registration, declaration or filing with (i) any Governmental Authority or (ii) any other Person is necessary or required to be made or obtained by the Company to enable the Company to lawfully execute and deliver, enter into, and perform its obligations under this Agreement and each of the Company Ancillary Agreements or to consummate the Merger (including the consent of any Person required to be obtained in order to keep any Contract between such Person and the Company in effect following the Merger or to provide that the Company is not in breach or violation of any such Contract following the Merger by reason of the execution and delivery of, or the performance of its obligations under, this Agreement or the Company Ancillary Agreements or the consummation of the Merger), except for the filing of the Certificate of Merger with the Office of the Secretary of State of the State of Delaware, the pre-merger notification requirements under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “ HSR Act ”) and applicable foreign antitrust laws and, except in the case of clause (ii), to the extent that the failure to obtain such consent, approval, order or authorization of, or to make such registration, declaration or filing with such Person is not reasonably expected to have, individually or in the aggregate, a Material Adverse Effect on the Company.

(c) Enforceability. This Agreement has been duly executed and delivered by the Company. This Agreement and each of the Company Ancillary Agreements are, or when executed by the Company shall be, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject to the effect of (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to rights of creditors generally and (ii) rules of law and equity governing specific performance, injunctive relief and other equitable remedies.

(d) Required Vote of Stockholders. The affirmative vote or consent of a majority of the outstanding shares of Company Common Stock (the “ Stockholder Approval ”), are the only votes or consents of the holders of any class or series of the Company’s capital stock necessary to adopt this Agreement. The record date under Delaware Law and the Certificate of Incorporation and Bylaws of the Company for purposes of determining the Company Stockholders entitled to give consents with respect to the Stockholder Approval is the Agreement Date. The consents will be obtained in a manner fully in accordance with, and without any violation of, Applicable Law.

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3.4 Capitalization of the Company.

(a) Authorized and Outstanding Capital Stock of the Company. The authorized capital stock of the Company consists solely of 100,000,000 shares of Company Common Stock and 10,000,000 shares of preferred stock. A total of 89,954,568 shares of Company Common Stock and no shares of Preferred Stock are issued and outstanding as of the Agreement Date. The rights, preferences, privileges and restrictions of the Company Capital are set forth in the Company’s Certificate of Incorporation. The numbers and kind of issued and outstanding shares of Company Capital Stock held by each Company Stockholder as of the Agreement Date (and, as updated in accordance with the definition of “Spreadsheet” in Article I hereof, as of the Closing Date), on a holder by holder basis, are set forth on Schedule 3.4(a) of the Company Disclosure Schedule, and no shares of Company Capital Stock are issued or outstanding as of the Agreement Date that are not set forth on Schedule 3.4(a) of the Company Disclosure Schedule, and no such shares shall be issued or outstanding as of the Closing Date that are not set forth on Schedule 3.4(a) of the Company Disclosure Schedule. No person has any claim to any amount of Merger Consideration beyond their Pro Rata Share computed in accordance with the foregoing sentence. The Company holds no treasury shares. All issued and outstanding shares of Company Common Stock have been duly authorized and validly issued, are fully paid and nonassessable, were not issued in violation of and, except pursuant to agreements that will terminate by their terms upon the consummation of the Merger, are not subject to any right of rescission, right of first refusal or preemptive right, and have been offered, issued, sold and delivered by the Company in compliance with all requirements of Applicable Law and all requirements set forth in applicable Contracts. There is no Liability for dividends declared and unpaid by the Company. The Company makes no representations in this Agreement as to Dissenters Rights claims or as to Dissenting Shares in connection with the transaction contemplated hereby.

(b) No Other Rights. There are no stock appreciation rights, options, warrants, calls, rights, commitments, conversion privileges or preemptive or other rights or Contracts outstanding to purchase or otherwise acquire any shares of Company Capital Stock or securities of an Acquired Company or any securities or debt convertible into or exchangeable for Company Capital Stock or securities of an Acquired Company or obligating an Acquired Company to grant, extend or enter into any such option, warrant, call, right, commitment, conversion privilege or preemptive or other right or Contract. There are no voting agreements, registration rights, rights of first refusal, preemptive rights, co-sale rights or other restrictions applicable to any outstanding securities of an Acquired Company.

3.5 No Conflict. Neither the authorization, execution and delivery of this Agreement or any of the Company Ancillary Agreements by the Company, nor the consummation of the Merger or any other transaction contemplated hereby or thereby, shall conflict with, result in a termination, breach, impairment or violation of (with or without notice or lapse of time, or both), or constitute a default, or require the consent, release, waiver or approval of any third party, under: (a) any provision of the Certificate of Incorporation or Bylaws (or other comparable charter documents) of an Acquired Company, each as currently in effect; (b) any Applicable Law applicable to an Acquired Company or any of their assets or properties; (c) any Company Material Contract; or (d) or any privacy policy of an Acquired Company. Neither the Company’s entering into this Agreement nor the consummation of the Merger shall change the obligation or right of an Acquired Company as they exist at the Closing and without giving effect to any action taken by Macrovision after the Closing to make payments to or receive payments from any customer or supplier of an Acquired Company or change the right of an Acquired Company to use any Company IP Rights.

3.6 Litigation. There is no action, suit, arbitration, mediation, proceeding, claim or investigation pending against an Acquired Company (or against any officer, director, employee or agent of the Company in their capacity as such or relating to their employment, services or relationship with the Company) before any Governmental Authority, arbitrator or mediator, nor, to the knowledge of the Company, has any such action, suit, arbitration, mediation, proceeding, claim or investigation been

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threatened. There is no judgment, decree, injunction, rule or order of any Governmental Authority, arbitrator or mediator outstanding against an Acquired Company. To the Company’s knowledge, there is no basis for any person to assert a claim against an Acquired Company based upon the Company’s entering into this Agreement or any Company Ancillary Agreement or consummating the Merger or any of the transactions contemplated by this Agreement or any Company Ancillary Agreement. No Acquired Company has any action, suit, arbitration, mediation, proceeding, claim or investigation pending against any Governmental Authority or other Person.

3.7 Taxes.

(a) Tax Returns and Audits.

(i) Each Acquired Company (and any consolidated, combined, unitary or aggregate group for Tax purposes of which an Acquired Company is or has been a member), (A) has filed all Tax Returns required to be filed by it and such Tax Returns are true, correct and complete in all material respects, (B) has timely paid all Taxes required to be paid by it for which payment was due, and (C) has established an adequate accrual or reserve for the payment of all Taxes not yet due but payable in respect of the periods or portions thereof prior to the Balance Sheet Date (which accrual or reserve as of the Balance Sheet Date is reflected on the Company Balance Sheet) and will establish accruals or reserves for the payment of all Taxes not then due, but payable, by an Acquired Company in respect of the periods of portions thereof from the Balance Sheet Date to the Closing Date in accordance with past practices.

(ii) No Acquired Company has received any written notification from the Internal Revenue Service or any other taxing authority regarding any material issues that (A) are currently pending before the U.S. Internal Revenue Service (the “ IRS ”) or any other taxing agency or authority (including any sales or use taxing authority) regarding an Acquired Company, or (B) have been raised by the IRS or other taxing agency or authority and not yet finally resolved. No Return of an Acquired Company is under audit by the IRS or any other taxing agency or authority.

(iii) No Encumbrances for Taxes are currently in effect against any of the assets of an Acquired Company, other than Permitted Encumbrances. There is not in effect any waiver by an Acquired Company of any statute of limitations with respect to any Taxes nor has an Acquired Company agreed to any extension of time for filing any Return that has not been filed. No Acquired Company has consented to extend to a date later than the Agreement Date the period in which any Tax may be assessed or collected by any taxing agency or authority.

(iv) No Acquired Company will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of: (A) a change in method of accounting for a taxable period ending on or prior to the Closing Date, (B) any “closing agreement,” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign income Tax law) executed on or prior to the Closing Date, (C) any “intercompany transaction” or any “excess loss account” (within the meaning of Treasury Regulations Sections 1.1502-13 and 1502-19, respectively) (or any corresponding or similar provision or administrative rule of federal, state, local or foreign income Tax law); (D) any installment sale or open transaction disposition made on or prior to the Closing date, or (E) any prepaid amount received on or prior to the Closing Date.

(b) Withholding. Each Acquired Company has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder, or other third party, and all Forms W-2 and 1099 required with respect thereto have been properly completed and timely filed.

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(c) Special Tax Status and Indemnification Obligations.

(i) No Acquired Company is a party to or bound by any tax sharing, tax indemnity, or tax allocation agreement nor does an Acquired Company have any liability or potential liability to another party under any such agreement, including the Tax Sharing and Indemnification Agreement executed on December 31, 2004 between Alliance Entertainment Corporation and the Controlling Stockholder.

(ii) No Acquired Company has ever been a member of a consolidated, combined, unitary or aggregate group, other than such a group of which the Controlling Stockholder was the ultimate parent corporation. No Acquired Company has liability for the Taxes of any Person (other than such Acquired Company) under Section 1.1502-6 of the United States Treasury Regulations (or any similar provision of state, local or foreign law) as a transferee or successor, by contract or otherwise, including, without limitation, any liability for the Taxes of the consolidated, combined and affiliated group of which the Controlling Stockholder is the common parent.

(iii) No Acquired Company has ever filed any election under Section 341(f) of the Code. No Acquired Company is a “United States real property holding corporation” within the meaning of Section 897 of the Code, and each Acquired Company has filed with the Internal Revenue Service all statements, if any, which are required under Section 1.897 2(h) of the Treasury Regulations.

(iv) No Acquired Company has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock qualifying for tax-free treatment under Section 355 of the Code.

(d) No Tax Shelters. No Acquired Company has filed any disclosures under Section 6662 of the Code or comparable provisions of state, local or foreign law to prevent the imposition of penalties with respect to any Tax reporting position taken on any Return. No Acquired Company has consummated, has participated in, or is currently participating in any transaction which was or is a “tax shelter” transaction as defined in Sections 6662, 6011, 6012 or 6111 of the Code or the Treasury Regulations promulgated thereunder.

(e) Nonqualified Deferred Compensation. No Acquired Company is a party to any contract, agreement or arrangement that is a “nonqualified deferred compensation plan” subject to Section 409A of the Code. Each such nonqualified deferred compensation plan, if any, has been operated since January 1, 2005 in good faith compliance with Section 409A of the Code, and the United States Treasury Regulations and IRS guidance thereunder (the “ Guidance ”). No payment pursuant to any arrangement between an Acquired Company and any “service provider” (as such term is defined in Section 409A of the Code and the Guidance), including, without limitation, the grant, vesting or exercise of any stock option, would subject any Person to a tax pursuant to Section 409A of the Code, whether pursuant to the consummation of the transactions contemplated by this Agreement or otherwise.

3.8 Company Financial Statements. Schedule 3.8 of the Company Disclosure Schedule includes the Company Financial Statements. The Company Financial Statements: (a) are derived from and are in accordance with the books and records of the Acquired Companies and were prepared in accordance with GAAP; and (b) fairly present the consolidated financial condition of the Acquired Companies at the dates therein indicated and the consolidated results of operations and cash flows of the Acquired Companies for the periods therein specified (subject, in the case of unaudited interim period financial statements, to normal recurring year-end adjustments, none of which individually or in the aggregate will be material in amount). Except as set forth on Schedule 3.8 of the Company Disclosure Schedule, the Acquired Companies have no material Liabilities, except for those Liabilities (a) required to

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be shown on the Company Balance Sheet or (b) that were incurred after the Balance Sheet Date in the ordinary course of the Company Business consistent with its past practices. Schedule 3.8 of the Company Disclosure Schedule sets forth (i) each outstanding item of Company Debt as of the date hereof and (ii) each Liability of the Company incurred after the Balance Sheet Date in an aggregate amount exceeding $50,000 and outstanding as of the date hereof.

3.9 Title to Properties. Each Acquired Company has good and marketable title to, or rights to use by lease or license, all of its assets and properties (including those shown on the Company Balance Sheet), free and clear of all Encumbrances, other than Permitted Encumbrances. Such assets are sufficient for the continued operation of the Company Business as currently conducted. All material properties used in the operations of the Company Business are reflected on the Company Balance Sheet. All machinery, vehicles, equipment and other tangible personal property owned or leased by the Acquired Companies or used in the Company Business are in good condition and repair, normal wear and tear excepted. All leases of real or personal property to which an Acquired Company is a party are effective and afford such Acquired Company a valid leasehold possession of the real or personal property that is the subject of the lease. No Acquired Company owns or has any other interest in any real property. Schedule 3.9 of the Company Disclosure Schedule sets forth a complete and accurate list and a brief description of all personal property owned by an Acquired Company.

3.10 Absence of Certain Changes. Since the Balance Sheet Date, each Acquired Company has operated its business in the ordinary course consistent with its past practices and since such date there has not been with respect to an Acquired Company any:

(a) Material Adverse Change or any change, event, circumstance, condition or effect that would reasonably be expected to result in a Material Adverse Change;

(b) amendment or change in its Certificate of Incorporation or Bylaws (or other comparable charter documents);

(c) incurrence, creation or assumption of (i) any Encumbrance on any of its assets or properties (other than Permitted Encumbrances), (ii) any Liability for borrowed money (other than trade liabilities incurred in the ordinary course of its business (including liabilities to creditors or employees for raw materials, inventories, services and supplies)), or (iii) any Liability as a guarantor or surety with respect to the obligations of others;

(d) acceleration or release of any vesting condition to the right to exercise any option, warrant or other right to purchase or otherwise acquire any shares of its capital stock, or any acceleration or release of any right to repurchase shares of its capital stock upon the stockholder’s termination of employment or services with it or pursuant to any right of first refusal;

(e) payment or discharge of any Encumbrance on any of its assets or properties, or payment or discharge of any of its Liabilities in an amount not in excess of $25,000 for any single Liability to a particular creditor, except in any to the extent shown on the Company Balance Sheet or done in the ordinary course of its business consistent with its past practices;

(f) purchase, license, sale, grant, assignment or other disposition or transfer, or any agreement or other arrangement for the purchase, license, sale, assignment or other disposition or transfer, of any of its assets (including Company IP Rights (as defined in Section 3.13(a)) and other intangible assets), properties or goodwill other than the sale or non-exclusive license of its products or services to its customers in the ordinary course of its business;

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(g) damage, destruction or loss of any material property or asset having, whether or not covered by insurance;

(h) other than the Success and Retention Bonuses or as otherwise done in the ordinary course of its business in connection with a new hire, change or increase in the compensation payable or to become payable to any of its officers, directors or employees, or in any bonus, pension, severance, retention, insurance or other benefit payment or arrangement (including stock awards, stock option grants, stock appreciation rights or stock option grants) made to or with any of such officers, directors or employees;

(i) change with respect to its management, supervisory or other key personnel, any termination of employment of a material number of employees, or any labor dispute or claim of unfair labor practices;

(j) other than the Success and Retention Bonuses, liability incurred by it to any of its officers, directors or stockholders, except for normal and customary compensation and expense allowances payable to officers in the ordinary course of its business consistent with its past practices or inter-company borrowings which will constitute Company Debt as of the Closing Date;

(k) entering into, amendment of, relinquishment, termination or nonrenewal by it of any Company Material Contract, other than in the ordinary course of its business;

(l) making by it of any loan, advance or capital contribution to, or any investment in, any firm or business enterprise in which any of its officers, directors or stockholders or person had a direct or indirect material interest at the time of such loan, advance, capital contribution or investment;

(m) any default by it under any Material Contract (or other right or obligation), or any written or, to the Company’s knowledge, oral assertion that would reasonably be perceived as credible by the other party thereto of any material default under any such Company Material Contract or such other party’s specifically stated intention to terminate or not renew any such Company Material Contract;

(n) material change in the manner in which it extends discounts, credits or warranties to customers or otherwise deals with its customers;

(o) entering into by it of any Contract that by its terms requires or contemplates a current and/or future financial commitment, expense or obligation on its part that involves in excess of $50,000 per year and that is not entered into in the ordinary course of its business consistent with its past practices;

(p) making or entering into any Contract with respect to any acquisition, sale or transfer of any material asset of the Company, other than the sale or non-exclusive license of its products or services to its customers in the ordinary course of its business;

(q) any change in accounting methods or practices (including any change in depreciation or amortization policies or rates or revenue recognition policies) or any revaluation of any of its assets;

(r) any deferral of the payment of any accounts payable other than in the ordinary course of its business, consistent with past practices, or any discount, accommodation or other concession made other than in the ordinary course of its business, consistent with past practices, in order to accelerate or induce the collection of any receivable; or

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(s) announcement of, or any entry into, any Contract to do any of the things described in the preceding clauses (a) through (r) (other than negotiations and agreements with Macrovision and its representatives regarding the transactions contemplated by this Agreement).

3.11 Contracts, Agreements, Arrangements, Commitments and Undertakings. Schedules 3.11(a)-(m) of the Company Disclosure Schedule set forth a list of each of the following Contracts to which an Acquired Company is a party or to which an Acquired Company or any of its assets or properties is bound:

(a) any Contract providing for payments (whether fixed, contingent or otherwise) by or to it in an aggregate amount of $50,000 or more in any twelve (12) month period;

(b) any dealer, distributor, OEM (original equipment manufacturer), VAR (value added reseller), sales representative or similar Contract under which any third party is authorized to sell, sublicense, lease, distribute, market or take orders for any of its products, services or technology;

(c) any Contract providing for the development of any software, content (including textual content and visual, photographic or graphics content), technology or intellectual property for (or for the benefit or use of) it, or providing for the purchase by or license to (or for the benefit or use of) it of any software, content (including textual content and visual, photographic or graphics content), technology or intellectual property, which software, content, technology or intellectual property is in any manner used or incorporated (or is contemplated by it to be used or incorporated) in connection with any aspect or element of any product, service or technology of it;

(d) any joint venture or partnership Contract;

(e) any Contract for or relating to the employment by it of any director, officer, employee or consultant or any other type of Contract with any of its officers, employees or consultants that is not immediately terminable by it without cost or other Liability, including any contract requiring it to make a payment to any director, officer, employee or consultant in connection with the Merger, any transaction contemplated by this Agreement or any Contract that is entered into in connection with this Agreement;

(f) any indenture, mortgage, trust deed, promissory note, loan agreement, security agreement, guarantee or other Contract for or with respect to the borrowing of money, a line of credit, any currency exchange, commodities or other hedging arrangement, or a leasing transaction of a type required to be capitalized in accordance with GAAP, other than those representing Company Debt to be paid off in connection with the Closing;

(g) any Contract that restricts it from (1) engaging in any aspect of its business, (2) participating or competing in any line of business, market or geographic area, (3) freely setting prices for its products, services or technologies (including most favored customer pricing provisions) or (4) soliciting potential employees, consultants, contractors or other suppliers or customers;

(h) any Contract that grants any exclusive rights, rights of refusal, rights of first negotiation or similar rights to any Person;

(i) any Contract relating to the sale, issuance, grant, exercise, award, purchase, repurchase or redemption of any shares of its capital stock or other securities or any options, warrants or other rights to purchase or otherwise acquire any such shares of capital stock, other securities or options, warrants or other rights therefor;

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(j) any Contract with any labor union or any collective bargaining agreement or similar Contract with its employees;

(k) any Contract of guarantee, support, indemnification, assumption or endorsement of, or any similar commitment with respect to, the obligations, liabilities (whether accrued, absolute, contingent or otherwise) or indebtedness of any other Person;

(l) any Contract in which its officers, directors, employees or stockholders or any member of their immediate families is interested (whether as a party or otherwise); or

(m) any Contract pursuant to which it has acquired a business or entity, or substantially all of the assets of a business or entity, whether by way of merger, consolidation, purchase of stock, purchase of assets, license or otherwise.

A true and complete copy of each agreement or document, including any amendments thereto, required by these subsections (a)-(m) of this Section 3.11 to be listed on the applicable subsection of Schedule 3.11 of the Company Disclosure Schedule has been made available to Macrovision. All Company Material Contracts are in written form. Section 3.11 of the Company Disclosure Schedule sets forth the Company Material Contracts that require consent of a third party to assign in connection with a change of control transaction.

3.12 No Default; No Restrictions.

(a) Each of the Company Material Contracts is in full force and effect. There exists no default or event of default or event, occurrence, condition or act, with respect to an Acquired Company or, to the knowledge of the Company, with respect to any other contracting party, which, with the giving of notice, the lapse of time or the happening of any other event or conditions, would reasonably be expected to (i) become a default or event of default under any Company Material Contract or (ii) give any third party (1) the right to declare a default or exercise any remedy under any Company Material Contract, (2) the right to a payment, rebate, chargeback, refund, credit, penalty or change in delivery schedule under any Company Material Contract, (3) the right to accelerate the maturity or performance of any obligation of the Company under any Company Material Contract or (4) the right to cancel, terminate or modify any Company Material Contract. No Acquired Company has received any written, or, to the Company’s knowledge, oral notice or other communication that would reasonably be perceived as credible regarding any actual or possible violation or breach of or default under, or intention to cancel or modify in an adverse way to the Company, any Company Material Contract. No Acquired Company has Liability for renegotiation of government contracts or subcontracts.

(b) No Acquired Company is party to, and no asset or property of an Acquired Company is bound or affected by, a