AGREEMENT OF MERGER AND PLAN OF REORGANIZATIONMerger Agreement • June 27th, 2008 • interCLICK, Inc. • Services-advertising • New York
THIS AGREEMENT OF MERGER AND PLAN OF REORGANIZATION (this “Agreement”) is made and entered into on June 23, 2008, by and among OPTIONS MEDIA GROUP HOLDINGS, INC., a Nevada corporation (“Parent”), OPTIONS ACQUISITION CORP., a Delaware corporation (“Acquisition Corp.”), which is a wholly-owned subsidiary of Parent, OPTIONS ACQUISITION SUB, INC., a Delaware corporation (the “Company”) and CUSTOMER ACQUISITION NETWORK HOLDINGS, INC., a Delaware corporation and the sole stockholder of the Company (“CAN”).
SECURITY AGREEMENTSecurity Agreement • June 27th, 2008 • interCLICK, Inc. • Services-advertising • New York
THIS SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) dated as of _____ __, 2008 among OPTIONS MEDIA GROUP HOLDINGS, INC., a Delaware corporation (the “Company”), OPTIONS ACQUISITION SUB, INC. (“Options”, together with Company, and each other Person who becomes a party to this Agreement by execution of a joinder in the form of Exhibit A attached hereto, is hereinafter sometimes referred to individually as a “Debtor” and, collectively, as the “Debtors”), and CUSTOMER ACQUISITION NETWORK HOLDINGS, INC., a Delaware corporation (together with its successors and assigns, the “Secured Party”).
PLEDGE AGREEMENTPledge Agreement • June 27th, 2008 • interCLICK, Inc. • Services-advertising • New York
THIS PLEDGE AGREEMENT, made as of this ______ day of June, 2008 (this “Agreement”), is between OPTIONS MEDIA GROUP HOLDINGS, INC., a Nevada corporation (“Pledgor”), and CUSTOMER ACQUISITION NETWORK HOLDINGS, INC., a Delaware corporation (together with its successors and assigns, the “Pledgee”).
GUARANTYGuaranty • June 27th, 2008 • interCLICK, Inc. • Services-advertising • New York
This GUARANTY (as amended, restated, supplemented, or otherwise modified and in effect from time to time, this “Guaranty”) is made as of this ____ day of ____, 2008 , by Options Acquisition Sub,, Inc., a Delaware corporation (“the “Guarantor”) in favor of CUSTOMER ACQUISITION NETWORK HOLDINGS, INC., a Delaware corporation.(the “Secured Party”).
Longview Marquis Master Fund, L.P. c/o Viking Asset Management, L.L.C.June 2008 Amendment Agreement • June 27th, 2008 • interCLICK, Inc. • Services-advertising
Reference is hereby made to that certain June 2008 Amendment Agreement (the “Amendment Agreement”), dated as of June 12, 2008, by and among Customer Acquisition Network Holdings, Inc. (the “Company”), the Subsidiaries and Longview Marquis Master Fund, L.P. (“Buyer”). Capitalized terms used, but not otherwise defined, herein shall have the meanings ascribed to them in the Amendment Agreement.
JUNE 2008 AMENDMENT AGREEMENTAmendment Agreement • June 27th, 2008 • interCLICK, Inc. • Services-advertising • New York
THIS JUNE 2008 AMENDMENT AGREEMENT (this “Agreement”) is made as of June 12, 2008, among Customer Acquisition Network Holdings, Inc., a Delaware corporation (the “Company”), the Subsidiaries, and Longview Marquis Master Fund, L.P., a British Virgin Islands limited partnership (“Buyer”).
