AGREEMENT AND PLAN OF MERGER BY AND AMONG DG FASTCHANNEL, INC., DG ACQUISITION CORP. VI. AND ENLIVEN MARKETING TECHNOLOGIES CORPORATION DATED AS OF MAY 7, 2008Merger Agreement • May 12th, 2008 • Enliven Marketing Technologies Corp • Services-prepackaged software • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of May 7, 2008 (this “Agreement”), by and among DG FastChannel, Inc., a Delaware corporation (“Parent”), DG Acquisition Corp. VI., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Enliven Marketing Technologies Corporation, a Delaware corporation (the “Company”). Certain capitalized terms used herein have the meanings assigned to them in Section 8.3 or elsewhere in this Agreement as described in Section 8.4.
FOURTH AMENDMENT TO THE AMENDED AND RESTATED RIGHTS AGREEMENTRights Agreement • May 12th, 2008 • Enliven Marketing Technologies Corp • Services-prepackaged software • Delaware
This Amendment, dated May 7, 2008 (the “Amendment”), is made and entered into by and between Enliven Marketing Technologies Corporation (formerly known as Viewpoint Corporation, which was formerly known as MetaCreations Corporation), a Delaware corporation (the “Company”) and Computershare Trust Company, N.A. (formerly known as EquiServe Trust Company, N.A.), as Rights Agent (the “Rights Agent”).
