LOCK-UP AGREEMENTLock-Up Agreement • September 6th, 2012 • JMG Exploration, Inc. • Crude petroleum & natural gas • Nevada
This Lock-Up Agreement (this “Lock-Up Agreement”) is being entered into by and between JMG Exploration Inc., a Nevada corporation (the “Parent”) and the undersigned holder (the “Undersigned”) of ADVN Capital Stock (as defined below) in connection with the following matters:
JMG EXPLORATION, INC. VOTING AGREEMENTVoting Agreement • September 6th, 2012 • JMG Exploration, Inc. • Crude petroleum & natural gas • Nevada
THIS VOTING AGREEMENT is made and entered into as of [August 31], 2012, by and among JMG Exploration, Inc., a Nevada corporation (the “Company”), and those certain stockholders of the Company listed on Schedule A attached hereto as the same may be amended from time to time to include transferees thereof (the “Key Holders”). In consideration of the mutual promises and covenants set forth herein, and other consideration, the receipt of and adequacy of which is hereby acknowledged, the Company and the Key Holders agree as follows:
Amended and Restated Agreement and Plan of Merger Dated effective as of August 29, 2012 by and among JMG Exploration, Inc., a Nevada corporation, Ad-Vantage Acquisition Inc., a Delaware Corporation, and Ad-Vantage Networks, Inc., a Delaware corporationAgreement and Plan of Merger • September 6th, 2012 • JMG Exploration, Inc. • Crude petroleum & natural gas • Delaware
This Amended and Restated Agreement and Plan of Merger (this “Agreement”), dated as of August 29, 2012, is entered into by and among JMG Exploration, Inc., a Nevada corporation (“Parent”), Ad-Vantage Acquisition, Inc., a Delaware corporation wholly owned by Parent (“Merger Subsidiary”), and Ad-Vantage Networks, Inc., a Delaware corporation (“Ad-Vantage” and, with Parent and Merger Subsidiary, each, a “Party” and collectively, the “Parties”), with respect to the matters set forth below.
