MEDIAMIND TECHNOLOGIES INC. Shares of Common Stock Underwriting AgreementUnderwriting Agreement • July 26th, 2010 • MediaMind Technologies Inc. • Services-business services, nec • New York
MediaMind Technologies Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of shares of common stock, par value $0.001 per share, of the Company (collectively, the “Underwritten Shares”). In addition, the Company proposes to issue and sell, at the option of the Underwriters, up to an additional shares of common stock of the Company, and the stockholder of the Company named in Schedule 2 hereto (the “Selling Stockholder”) proposes to sell, at the option of the Underwriters, up to shares of common stock of the Company (collectively, the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of common stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
AGREEMENT AND PLAN OF MERGER dated as of June 15, 2011 among MEDIAMIND TECHNOLOGIES INC., DG FASTCHANNEL, INC. and DG ACQUISITION CORP. VIIMerger Agreement • June 16th, 2011 • MediaMind Technologies Inc. • Services-business services, nec • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of June 15, 2011, among MediaMind Technologies Inc., a Delaware corporation (the “Company”), DG FastChannel, Inc., a Delaware corporation (“Parent”), and DG Acquisition Corp. VII, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Subsidiary”).
AT&T MASTER AGREEMENT MA Reference No.Master Agreement • April 18th, 2008 • Eyeblaster Inc • Services-business services, nec • New York
This Agreement consists of this Master Agreement and all schedules, exhibits and service order attachments (“Attachments”) appended hereto or subsequently signed by the parties, and that reference this Master Agreement (collectively, this “Agreement”). In the event of an inconsistency among terms, the order of priority shall be the applicable Attachment (including its Addenda, if any), then the applicable Pricing Schedule, then this Master Agreement, then, if applicable, AT&T’s Acceptable Use Policy, and then any applicable Service Guide.
EMPLOYMENT AGREEMENTEmployment Agreement • April 30th, 2010 • Eyeblaster Inc • Services-business services, nec
THIS AGREEMENT is entered into as of the 26th day of April, 2007, by and between Eyeblaster Ltd. (the “Company”) and Ofer Zadikario, Israel I.D. number 2959885H (the “Employee”).
Re: Director Indemnification AgreementDirector Indemnification Agreement • March 10th, 2008 • Eyeblaster Inc • Delaware
This letter agreement (this “Agreement”) is made and entered into as of , by and between you, (“Indemnitee”), and Eyeblaster Inc., a Delaware corporation (the “Company” which term shall include, where appropriate, any Entity (as hereinafter defined) controlled directly or indirectly by the Company and any successor to the Company).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • June 24th, 2011 • MediaMind Technologies Inc. • Services-business services, nec
THIS AGREEMENT is entered into as of June 15, 2011, by and between MediaMind Technologies Ltd., Israeli Company number 51-283009-2 (the "Company") and Ofer Zadikario, Israel I.D. number 2959885H (the "Employee").
EYEBLASTER, INC. STOCK OPTION AND INCENTIVE PLAN AWARD AGREEMENT FOR OPTIONS GRANTED UNDER SECTION 102 OF THE ISRAELI INCOME TAX ORDINANCEStock Option Agreement • May 22nd, 2008 • Eyeblaster Inc • Services-business services, nec • Delaware
Unless otherwise defined herein, capitalized terms used in this Award Agreement shall have the same meanings as ascribed to them in the Eyeblaster, Inc. Stock Option and Incentive Plan (the “Plan”).
FORM OF STOCK REPURCHASE AGREEMENTStock Repurchase Agreement • April 18th, 2008 • Eyeblaster Inc • Services-business services, nec • Delaware
THIS STOCK REPURCHASE AGREEMENT (this “Agreement”) is made and entered into as of the later of the two signature dates below, by and between ( the “Seller”) and Eyeblaster, Inc., a company incorporated under the laws of the State of Delaware (the “Purchaser or Company”).
Date: June 24, 2008 To Mr. Mike Kelly Dear Mr. Kelly,Board Member Agreement • April 30th, 2010 • Eyeblaster Inc • Services-business services, nec • Delaware
Eyeblaster, Inc. (the “Company”) is thankful for your service as the Chairman of the Company’s Board of Directors (the “Board”). We have accepted your request to resign from the Chairman position and are delighted that you have agreed to remain in the position of a Board Member. This agreement sets forth the understandings with respect to the change in your position in the Board and hereby amends and replaces that certain Letter-Agreement dated February 5th, 2008, that was entered into with respect to your position as Chairman of the Board (the “Letter-Agreement”) and amends the related Option Award Agreement.
EYEBLASTER, LIMITED Restated Employment Agreement London OfficeRestated Employment Agreement • April 30th, 2010 • Eyeblaster Inc • Services-business services, nec
The Company has agreed to employ the Executive and the Executive has agreed to serve the Company on the terms and conditions set out in this Agreement, replacing the Previous Agreements:
EMPLOYMENT AGREEMENTEmployment Agreement • April 30th, 2010 • Eyeblaster Inc • Services-business services, nec • New York
EMPLOYMENT AGREEMENT (the “Agreement”) dated April 30, 2008 by and between EYEBLASTER, INC., a Delaware corporation, (the “Company”) and SARIT FIRON (“Executive”). Defined terms used herein have the meaning attributed thereto in the text hereof or, if not so defined, as set forth in Section 10.
AMENDED AND RESTATED MANAGEMENT AGREEMENTManagement Agreement • October 24th, 2008 • Eyeblaster Inc • Services-business services, nec • Tel-Aviv
This AMENDED AND RESTATED MANAGEMENT AGREEMENT (the “Agreement”) effective as of April 26th, 2007, by and between (1) Eyeblaster Inc. (the “Company”), (2) Eyeblaster Ltd. (the “Subsidiary”) and (3) Sycamore Technologies Ventures L.P. (the “Service Provider”).
EYEBLASTER, INC. STOCK OPTION AND INCENTIVE PLAN STOCK OPTION AWARD AGREEMENTStock Option Award Agreement • May 22nd, 2008 • Eyeblaster Inc • Services-business services, nec • Delaware
Unless otherwise defined herein, capitalized terms used in this Award Agreement shall have the same meanings as ascribed to them in the Eyeblaster, Inc. Stock Option and Incentive Plan (the “Plan”).
Eyeblaster, Inc. NON-COMPETITION AND NON-DISCLOSURE AND DEVELOPMENTS AGREEMENTNon-Competition and Non-Disclosure Agreement • April 18th, 2008 • Eyeblaster Inc • Services-business services, nec • New York
AGREEMENT dated between Eyeblaster, Inc., a Delaware corporation (“Company”), with a place of business at 220 Fifth Avenue, 19th Floor, New York, NY 10001, USA, and the employee named on the signature page hereto (“Employee”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 16th, 2011 • MediaMind Technologies Inc. • Services-business services, nec
THIS AGREEMENT is entered into as of the 1st day of January 2011, by and between MediaMind Technologies Ltd. (the "Company") and Sarit Firon, Israel I.D. number 022700041 (the "Employee").
ContractRegistration Rights Agreement • March 10th, 2008 • Eyeblaster Inc • Delaware
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT, dated as of April 26, 2007 (the “Agreement”) among EYEBLASTER, INC., a Delaware corporation (the “Corporation”) and the INVESTORS (as herein defined).
JOINDER AGREEMENTJoinder Agreement • November 15th, 2010 • MediaMind Technologies Inc. • Services-business services, nec • Delaware
WHEREAS, MediaMind Technologies Inc. (formerly known as Eyeblaster, Inc.), a Delaware corporation (the “Corporation”) and the Investors named therein (the “Investors”) heretofore executed and delivered a Registration Rights Agreement, dated April 26, 2007 (as amended prior to the date hereof, the “Registration Rights Agreement”), granting certain Investors certain registration rights as a condition to and in connection with the Securities Purchase Agreement; and
EYEBLASTER, INC. STOCK OPTION AND INCENTIVE PLAN AWARD AGREEMENTStock Option and Incentive Plan Award Agreement • May 22nd, 2008 • Eyeblaster Inc • Services-business services, nec • Delaware
Unless otherwise defined herein, capitalized terms used in this Award Agreement shall have the same meanings as ascribed to them in the Eyeblaster, Inc. Stock Option and Incentive Plan (the “Plan”).
TENDER AND VOTING AGREEMENTTender and Voting Agreement • June 16th, 2011 • MediaMind Technologies Inc. • Services-business services, nec • Delaware
TENDER AND VOTING AGREEMENT (this “Agreement”) dated as of June 15, 2011 by and between DG FastChannel, Inc., a Delaware corporation (“Parent”), and the stockholders set forth on Schedule A hereto (each a “Stockholder”) of MediaMind Technologies Inc., a Delaware corporation (the “Company”).
EYEBLASTER INC. SERIES A-1 CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENTSeries a-1 Convertible Preferred Stock Purchase Agreement • March 10th, 2008 • Eyeblaster Inc • Delaware
SERIES A-1 CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT (this “Agreement”) dated as of April 16, 2007, by and among Eyeblaster, Inc., a Delaware corporation (the “Company”) and Sycamore Technologies Ventures L.P., an Israeli limited partnership (the “Investor”).
Form of Waiver and ConsentWaiver and Consent • March 10th, 2008 • Eyeblaster Inc
Reference is made to that certain Series A-1 Convertible Preferred Stock Purchase Agreement dated April 16, 2007, the Amended and Restated Stockholders' Agreement dated April 26, 2007, the Repurchase Agreements dated April , 2007 and the Amended and Restated Registration Rights Agreement dated April 26, 2007 (together, the "Agreements")
FORM OF STOCK REPURCHASE AGREEMENTStock Repurchase Agreement • April 18th, 2008 • Eyeblaster Inc • Services-business services, nec • Delaware
THIS STOCK REPURCHASE AGREEMENT (this “Agreement”) is made and entered into as of the later of the two signature dates below, by and between (the “Seller”) and Eyeblaster, Inc., a company incorporated under the laws of the State of Delaware (the “Purchaser”).
EMPLOYMENT AGREEMENTEmployment Agreement • April 30th, 2010 • Eyeblaster Inc • Services-business services, nec
THIS AGREEMENT is entered into as of the 22 day of February 2007, by and between Eyeblaster Ltd. (the “Company”) and Amit Rahav, Israel I.D. number 024515132 (the “Employee”).
