VOTING AND EXCHANGE TRUST AGREEMENTVoting and Exchange Trust Agreement • July 11th, 2005 • Dialog Group Inc • Services-advertising • Ontario
THIS VOTING AND EXCHANGE TRUST AGREEMENT is entered into as of, June 30, 2005, by and between ADVALIANT USA, INC., a corporation existing under the laws of Delaware (“AdValiant USA), ADVALIANT INC., a corporation incorporated under the laws of Ontario (the “Corporation”), DIALOG GROUP, INC., a corporation existing under the laws of Delaware (“DGI”), EMPIRE MEDIA, INC., a corporation existing under the laws of Delaware (“Empire” or “Trustee”), Jivan Manhas, of the City of Toronto, in the Province of Ontario and Matthew Wise, of the City of Toronto, in the Province of Ontario.
SUPPORT AGREEMENTSupport Agreement • July 11th, 2005 • Dialog Group Inc • Services-advertising • Ontario
THIS SUPPORT AGREEMENT is entered into as of June 30, 2005, between AdValiant USA, Inc., a corporation existing under the laws of the State of Delaware (“AdValiant USA”), AdValiant Inc., a corporation incorporated under the laws of Ontario (the “Corporation”) and Dialog Group, Inc., a corporation incorporated under the laws of the State of Delaware (“DGI”).
AGREEMENT FOR MERGERMerger Agreement • July 11th, 2005 • Dialog Group Inc • Services-advertising • New York
This Agreement for Merger (this “Agreement”) is dated as of June 30, 2005 and is among Dialog Group, Inc., a Delaware corporation (“DGI”), AdValiant Acquisition Corp. ("Acquisition"), a Delaware corporation, AdValiant Inc., an Ontario corporation (“AdValiant”), AdValiant USA, Inc. a Delaware corporation (“AdValiant USA”), and Empire Media, Inc., a Delaware corporation (“Empire”), Matthew Wise, and Jivan Manhas, (the last three are collectively referred to as the “Shareholders”). The foregoing are collectively referred to as the "Parties".
