0000950103-11-002372 Sample Contracts

AGREEMENT AND PLAN OF MERGER dated as of June 15, 2011 among MEDIAMIND TECHNOLOGIES INC., DG FASTCHANNEL, INC. and DG ACQUISITION CORP. VII
Agreement and Plan of Merger • 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”).

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TENDER AND VOTING AGREEMENT
Tender 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”).

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