0001019056-14-000764 Sample Contracts

AGREEMENT AND PLAN OF MERGER among: Aegis Lifestyle, Inc., a Delaware corporation; Morgan Acquisition, Inc., a Delaware corporation; and ‘mktg, inc.’ a Delaware corporation Dated as of May 27, 2014

Agreement and Plan of Merger • May 27th, 2014 • 'Mktg, Inc.' • Services-advertising • Delaware

• Contract Type
  Agreement and Plan of Merger
• Filed
  May 27th, 2014
• Company
  'Mktg, Inc.'
• Industry
  Services-advertising
• Jurisdiction
  Delaware

This Agreement and Plan of Merger (“Agreement”) is made and entered into as of May 27, 2014, by and among: Aegis Lifestyle, Inc., a Delaware corporation (“Parent”); Morgan Acquisition, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”); and ‘mktg, inc.’, a Delaware corporation (“Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

VOTING AGREEMENT

Voting Agreement • May 27th, 2014 • 'Mktg, Inc.' • Services-advertising • Delaware

• Contract Type
  Voting Agreement
• Filed
  May 27th, 2014
• Company
  'Mktg, Inc.'
• Industry
  Services-advertising
• Jurisdiction
  Delaware

THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of May 27, 2014 by and between Aegis Lifestyle, Inc., a Delaware corporation (“Parent”), and the undersigned stockholder (the “Stockholder”) of ‘mktg, inc.’ a Delaware corporation (the “Company”).

VOTING AGREEMENT

Voting Agreement • May 27th, 2014 • 'Mktg, Inc.' • Services-advertising • Delaware

• Contract Type
  Voting Agreement
• Filed
  May 27th, 2014
• Company
  'Mktg, Inc.'
• Industry
  Services-advertising
• Jurisdiction
  Delaware

THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of May 27, 2014 by and between Aegis Lifestyle, Inc, a Delaware corporation (“Parent”), and Rutabaga Capital Management LLC, a Delaware limited liability company (“Investment Adviser”).