AGREEMENT AND PLAN OF MERGER by and among Yahoo! Inc., Innsbruck Acquisition Corp., and interclick, inc. Dated as of October 31, 2011Merger Agreement • November 10th, 2011 • Yahoo Inc • Services-computer integrated systems design • Delaware
JOINT FILING AGREEMENTJoint Filing Agreement • November 10th, 2011 • Yahoo Inc • Services-computer integrated systems design
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby (i) agree to the joint filing with all other Reporting Persons (as such term is defined in the statement on Schedule 13D described below) of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, par value $0.001 per share, of interclick, inc. and (ii) agree that this Agreement be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.
FORM OF TENDER AND SUPPORT AGREEMENTTender and Support Agreement • November 10th, 2011 • Yahoo Inc • Services-computer integrated systems design • Delaware
This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of October [ ], 2011, is entered into by and among Yahoo! Inc., a Delaware corporation (“Parent”), Innsbruck Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (the “Purchaser”), and [ ] (“Stockholder”). All capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Merger Agreement referred to below.
