AMENDED & RESTATED VOTING AND EXCHANGE TRUST AGREEMENT BETWEEN DIALOG GROUP, INC. AND ADVALIANT INC. AND ADVALIANT USA, INC. AND EMPIRE MEDIA, INC. AND JIVAN MANHAS AND MATTHEW WISE EXECUTED AUGUST 11TH, 2005 NUNC PRO TUNC AS OF JUNE 30, 2005Voting and Exchange Trust Agreement • August 12th, 2005 • Dialog Group Inc • Services-advertising • Ontario
THIS AMENDED & RESTATED VOTING AND EXCHANGE TRUST AGREEMENT is entered into on August 11th, 2005 nunc pro tunc 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.
AMENDED AND RESTATED SUPPORT AGREEMENTSupport Agreement • August 12th, 2005 • Dialog Group Inc • Services-advertising • Ontario
THIS AMENDED AND RESTATED SUPPORT AGREEMENT is entered into on this 11th day of August 2005 nunc pro tunc 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”);
ESCROW AGREEMENTEscrow Agreement • August 12th, 2005 • Dialog Group Inc • Services-advertising • New York
This Escrow Agreement (hereinafter the "Escrow Agreement") is made and entered into as of this 30th day of June, 2005, by and 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”), Empire Media, Inc., a Delaware corporation (“Empire”), Matthew Wise, and Jivan Manhas, (the last three are collectively referred to as the “Shareholders”), and Mark Alan Siegel, Esq., as the Escrow Agent ("Escrow Agent").
