AGREEMENT AND PLAN OF MERGER among DG FASTCHANNEL, Inc., DG ACQUISITION CORP. V, PATHFIRE, INC., and PFIRE ESCROW, INC., as Shareholders’ Representative Dated as of April 24, 2007Merger Agreement • April 25th, 2007 • DG FastChannel, Inc • Services-business services, nec • Georgia
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of April 24, 2007, among DG FASTCHANNEL, INC., a Delaware corporation (“Parent”), DG ACQUISITION CORP. V, a Georgia corporation and wholly owned subsidiary of Parent (“Merger Sub”), and PATHFIRE, INC., a Georgia corporation (the “Company”), and, with respect to Articles VIII and X only, PFIRE ESCROW, INC., a Georgia corporation, solely in its capacity as Shareholders’ Representative. Certain capitalized terms used in the Agreement have the meanings ascribed to them in Section 9.01 hereof.
