0001116679-07-000676 Sample Contracts

RECITALS

Voting Agreement • March 14th, 2007 • Catalina Marketing Corp/De • Services-advertising agencies • Delaware

• Contract Type
  Voting Agreement
• Filed
  March 14th, 2007
• Company
  Catalina Marketing Corp/De
• Industry
  Services-advertising agencies
• Jurisdiction
  Delaware

AGREEMENT OF MERGER among: a Delaware limited liability company, Catalina Merger Sub, Inc. a Delaware corporation, and CATALINA MARKETING CORPORATION a Delaware corporation Dated as of March 8, 2007

Merger Agreement • March 14th, 2007 • Catalina Marketing Corp/De • Services-advertising agencies • New York

• Contract Type
  Merger Agreement
• Filed
  March 14th, 2007
• Company
  Catalina Marketing Corp/De
• Industry
  Services-advertising agencies
• Jurisdiction
  New York

THIS AGREEMENT OF MERGER (“Agreement”) is made and entered into as of March 8, 2007 (the “Agreement Date”) by and among CMC Holdings, LLC (“Parent”), a Delaware limited liability company, Catalina Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”) and Catalina Marketing Corporation, a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

LIMITED GUARANTEE OF VALUE ACT CAPITAL MASTER FUND, L.P.

Limited Guarantee • March 14th, 2007 • Catalina Marketing Corp/De • Services-advertising agencies • New York

• Contract Type
  Limited Guarantee
• Filed
  March 14th, 2007
• Company
  Catalina Marketing Corp/De
• Industry
  Services-advertising agencies
• Jurisdiction
  New York

LIMITED GUARANTEE, dated as of March 8, 2007 (this “Limited Guarantee”), by ValueAct Capital Master Fund, L.P. (“Guarantor”) in favor of Catalina Marketing Corporation, a Delaware corporation (the “Company”). Any capitalized term not otherwise defined herein shall be as defined in the Merger Agreement (as defined below).

AMENDMENT TO STOCKHOLDER PROTECTION AGREEMENT

Stockholder Protection Agreement • March 14th, 2007 • Catalina Marketing Corp/De • Services-advertising agencies

• Contract Type
  Stockholder Protection Agreement
• Filed
  March 14th, 2007
• Company
  Catalina Marketing Corp/De
• Industry
  Services-advertising agencies

THIS AMENDMENT (the “Amendment”), dated as of March 8, 2007, to the Stockholder Protection Agreement (the “Rights Agreement”), dated as of May 8, 1997, between Catalina Marketing Corporation, a Delaware corporation (the “Corporation”), and Mellon Investor Services LLC (f/k/a ChaseMellon Shareholder Services, L.L.C.) (the “Rights Agent”), is being executed at the direction of the Corporation. Capitalized terms used without definition in this Amendment shall have the meanings ascribed to them in the Rights Agreement.