AGREEMENT AND PLAN OF MERGER by and among Millennial Media, Inc.; Mojo Merger Sub, Inc.; Metaresolver, Inc.; and Michael Dearing, as the Stockholders’ Representative Dated as of February 15, 2013Merger Agreement • May 9th, 2013 • Millennial Media Inc. • Services-advertising agencies • Delaware
THIS AGREEMENT AND PLAN OF MERGER (as may be amended from time to time, this “Agreement”) is made and entered into as of February 15, 2013, by and among: MILLENNIAL MEDIA, INC., a Delaware corporation (“Parent”); Mojo Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”); METARESOLVER, INC., a Delaware corporation (the “Company”); and MICHAEL DEARING, as the Stockholders’ Representative. Certain capitalized terms used in this Agreement are defined in Exhibit A.
AMENDMENT TO AGREEMENT AND PLAN OF MERGER AND CONSENTAmendment to Agreement and Plan of Merger • May 9th, 2013 • Millennial Media Inc. • Services-advertising agencies
THIS AMENDMENT TO AGREEMENT AND PLAN OF MERGER AND CONSENT (this “Agreement”) is made and entered into as of March 31, 2013, between Millennial Media, Inc., a Delaware corporation (“Parent”) and Metaresolver, Inc., a Delaware corporation (the “Company”). Capitalized terms not herein defined shall have the meanings ascribed to them in the Merger Agreement (as defined below).
CONSULTING AGREEMENTConsulting Agreement • May 9th, 2013 • Millennial Media Inc. • Services-advertising agencies • Maryland
This CONSULTING AGREEMENT (this “Agreement”) is entered into as of this 4th day of April, 2013 (the “Effective Date”), by and between Stephen Root, (the “Consultant”) and MILLENNIAL MEDIA, INC. (the “Company”).
