Eyeblaster Inc Sample Contracts

MediaMind Technologies Inc. – EIGHTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MEDIAMIND TECHNOLOGIES INC. (July 29th, 2011)

SECOND: The address of the registered office of the Corporation in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The name of the Corporation’s registered agent for service of process on the Corporation in the State of Delaware, at such address, is The Corporation Trust Company.

MediaMind Technologies Inc. – SECOND AMENDED AND RESTATED BYLAWS OF MEDIAMIND TECHNOLOGIES INC. (July 29th, 2011)
MediaMind Technologies Inc. – TENDER AND VOTING AGREEMENT (June 16th, 2011)

TENDER AND VOTING AGREEMENT (this “Agreement”) dated as of June 15, 2011 by and between DG FastChannel, Inc., a Delaware corporation (“Parent”), and the stockholders set forth on Schedule A hereto (each a “Stockholder”) of MediaMind Technologies Inc., a Delaware corporation (the “Company”).

MediaMind Technologies Inc. – AGREEMENT AND PLAN OF MERGER dated as of June 15, 2011 among MEDIAMIND TECHNOLOGIES INC., DG FASTCHANNEL, INC. and DG ACQUISITION CORP. VII (June 16th, 2011)

AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of June 15, 2011, among MediaMind Technologies Inc., a Delaware corporation (the “Company”), DG FastChannel, Inc., a Delaware corporation (“Parent”), and DG Acquisition Corp. VII, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Subsidiary”).

MediaMind Technologies Inc. – EMPLOYMENT AGREEMENT (May 16th, 2011)

THIS AGREEMENT is entered into as of the 1st day of January 2011, by and between MediaMind Technologies Ltd. (the "Company") and Sarit Firon, Israel I.D. number 022700041 (the "Employee").

MediaMind Technologies Inc. – CONFIDENTIAL TREAMTENT REQUESTED UNDER RULE 24b-2 UNDER THE SECURITIES EXHCHANGE ACT OF 1934, AS AMENDED. (March 8th, 2011)

[*****] INDICATES OMMITED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION.

MediaMind Technologies Inc. – JOINDER AGREEMENT (November 15th, 2010)

WHEREAS, MediaMind Technologies Inc. (formerly known as Eyeblaster, Inc.), a Delaware corporation (the “Corporation”) and the Investors named therein (the “Investors”) heretofore executed and delivered a Registration Rights Agreement, dated April 26, 2007 (as amended prior to the date hereof, the “Registration Rights Agreement”), granting certain Investors certain registration rights as a condition to and in connection with the Securities Purchase Agreement; and

MediaMind Technologies Inc. – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MEDIAMIND TECHNOLOGIES INC. Pursuant to the provisions of § 242 and § 245 of the General Corporation Law of the State of Delaware (July 26th, 2010)
MediaMind Technologies Inc. – Amendment No. 1 to the MediaMind Technologies Inc. 2007 Stock Option and Incentive Plan (July 26th, 2010)

Effective as of the date this Amendment No. 1 to the MediaMind Technologies Inc. (the “Company”) 2007 Stock Option and Incentive Plan (the “Plan”) is approved by the Company’s stockholders, the Plan is hereby amended as set for below.

MediaMind Technologies Inc. – AMENDED AND RESTATED BYLAWS OF MEDIAMIND TECHNOLOGIES INC. (July 26th, 2010)
MediaMind Technologies Inc. – MEDIAMIND TECHNOLOGIES INC. Shares of Common Stock Underwriting Agreement (July 26th, 2010)

MediaMind Technologies Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of shares of common stock, par value $0.001 per share, of the Company (collectively, the “Underwritten Shares”). In addition, the Company proposes to issue and sell, at the option of the Underwriters, up to an additional shares of common stock of the Company, and the stockholder of the Company named in Schedule 2 hereto (the “Selling Stockholder”) proposes to sell, at the option of the Underwriters, up to shares of common stock of the Company (collectively, the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of common stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.

Eyeblaster Inc – POWER OF ATTORNEY (June 2nd, 2010)

KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below hereby constitutes and appoints Gal Trifon, Sarit Firon and Vered Raviv, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to the registration statement on Form S-1 filed by Eyeblaster, Inc. (the “Registrant”) and any and all additional registration statements filed by the Registrant pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or t

Eyeblaster Inc – EMPLOYMENT AGREEMENT (April 30th, 2010)

THIS AGREEMENT is entered into as of the 22 day of February 2007, by and between Eyeblaster Ltd. (the “Company”) and Amit Rahav, Israel I.D. number 024515132 (the “Employee”).

Eyeblaster Inc – EMPLOYMENT AGREEMENT (April 30th, 2010)

THIS AGREEMENT is entered into as of the 26th day of April, 2007, by and between Eyeblaster Ltd. (the “Company”) and Ofer Zadikario, Israel I.D. number 2959885H (the “Employee”).

Eyeblaster Inc – EYEBLASTER, LIMITED Restated Employment Agreement London Office (April 30th, 2010)

The Company has agreed to employ the Executive and the Executive has agreed to serve the Company on the terms and conditions set out in this Agreement, replacing the Previous Agreements:

Eyeblaster Inc – EMPLOYMENT AGREEMENT (April 30th, 2010)

THIS AGREEMENT is entered into as of the 1st day of October, 2007, by and between Eyeblaster Ltd. (the “Company”) and Gal Trifon, Israel I.D. number 013245006 (the “Employee”).

Eyeblaster Inc – Date: June 24, 2008 To Dear Mr. Kelly, (April 30th, 2010)

Eyeblaster, Inc. (the “Company”) is thankful for your service as the Chairman of the Company’s Board of Directors (the “Board”). We have accepted your request to resign from the Chairman position and are delighted that you have agreed to remain in the position of a Board Member. This agreement sets forth the understandings with respect to the change in your position in the Board and hereby amends and replaces that certain Letter-Agreement dated February 5th, 2008, that was entered into with respect to your position as Chairman of the Board (the “Letter-Agreement”) and amends the related Option Award Agreement.

Eyeblaster Inc – EMPLOYMENT AGREEMENT (April 30th, 2010)

EMPLOYMENT AGREEMENT (the “Agreement”) dated April 30, 2008 by and between EYEBLASTER, INC., a Delaware corporation, (the “Company”) and SARIT FIRON (“Executive”). Defined terms used herein have the meaning attributed thereto in the text hereof or, if not so defined, as set forth in Section 10.

Eyeblaster Inc – CONFIDENTIAL TREATMENT REQUESTED UNDER RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. (March 10th, 2010)

[*****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION.

Eyeblaster Inc – Power of Attorney (October 24th, 2008)

KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Gal Trifon, Sarit Firon and Nir Yaron, and each of them, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Eyeblaster Inc – AKAMAI TERMS & CONDITIONS (October 24th, 2008)
Eyeblaster Inc – AMENDED AND RESTATED MANAGEMENT AGREEMENT (October 24th, 2008)

This AMENDED AND RESTATED MANAGEMENT AGREEMENT (the “Agreement”) effective as of April 26th, 2007, by and between (1) Eyeblaster Inc. (the “Company”), (2) Eyeblaster Ltd. (the “Subsidiary”) and (3) Sycamore Technologies Ventures L.P. (the “Service Provider”).

Eyeblaster Inc – EYEBLASTER, INC. STOCK OPTION AND INCENTIVE PLAN STOCK OPTION AWARD AGREEMENT (May 22nd, 2008)

Unless otherwise defined herein, capitalized terms used in this Award Agreement shall have the same meanings as ascribed to them in the Eyeblaster, Inc. Stock Option and Incentive Plan (the “Plan”).

Eyeblaster Inc – EYEBLASTER, INC. STOCK OPTION AND INCENTIVE PLAN AWARD AGREEMENT FOR OPTIONS GRANTED UNDER SECTION 102 OF THE ISRAELI INCOME TAX ORDINANCE (May 22nd, 2008)

Unless otherwise defined herein, capitalized terms used in this Award Agreement shall have the same meanings as ascribed to them in the Eyeblaster, Inc. Stock Option and Incentive Plan (the “Plan”).

Eyeblaster Inc – EYEBLASTER, INC. STOCK OPTION AND INCENTIVE PLAN AWARD AGREEMENT (May 22nd, 2008)

Unless otherwise defined herein, capitalized terms used in this Award Agreement shall have the same meanings as ascribed to them in the Eyeblaster, Inc. Stock Option and Incentive Plan (the “Plan”).

Eyeblaster Inc – Eyeblaster Ltd. Ra’anana Israel 43100 (April 18th, 2008)
Eyeblaster Inc – Eyeblaster, Inc. NON-COMPETITION AND NON-DISCLOSURE AND DEVELOPMENTS AGREEMENT (April 18th, 2008)

AGREEMENT dated between Eyeblaster, Inc., a Delaware corporation (“Company”), with a place of business at 220 Fifth Avenue, 19th Floor, New York, NY 10001, USA, and the employee named on the signature page hereto (“Employee”).

Eyeblaster Inc – AT&T MASTER AGREEMENT MA Reference No. (April 18th, 2008)

This Agreement consists of this Master Agreement and all schedules, exhibits and service order attachments (“Attachments”) appended hereto or subsequently signed by the parties, and that reference this Master Agreement (collectively, this “Agreement”). In the event of an inconsistency among terms, the order of priority shall be the applicable Attachment (including its Addenda, if any), then the applicable Pricing Schedule, then this Master Agreement, then, if applicable, AT&T’s Acceptable Use Policy, and then any applicable Service Guide.

Eyeblaster Inc – FORM OF STOCK REPURCHASE AGREEMENT (April 18th, 2008)

THIS STOCK REPURCHASE AGREEMENT (this “Agreement”) is made and entered into as of the later of the two signature dates below, by and between (the “Seller”) and Eyeblaster, Inc., a company incorporated under the laws of the State of Delaware (the “Purchaser”).

Eyeblaster Inc – FORM OF STOCK REPURCHASE AGREEMENT (April 18th, 2008)

THIS STOCK REPURCHASE AGREEMENT (this “Agreement”) is made and entered into as of the later of the two signature dates below, by and between ( the “Seller”) and Eyeblaster, Inc., a company incorporated under the laws of the State of Delaware (the “Purchaser or Company”).

Eyeblaster Inc – Re: Director Indemnification Agreement (March 10th, 2008)

This letter agreement (this “Agreement”) is made and entered into as of , by and between you, (“Indemnitee”), and Eyeblaster Inc., a Delaware corporation (the “Company” which term shall include, where appropriate, any Entity (as hereinafter defined) controlled directly or indirectly by the Company and any successor to the Company).

Eyeblaster Inc – Contract (March 10th, 2008)

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT, dated as of April 26, 2007 (the “Agreement”) among EYEBLASTER, INC., a Delaware corporation (the “Corporation”) and the INVESTORS (as herein defined).

Eyeblaster Inc – Eyeblaster Ltd. Ra’anana Israel 43100 (March 10th, 2008)
Eyeblaster Inc – Eyeblaster Ltd. Ra’anana Israel 43100 (March 10th, 2008)
Eyeblaster Inc – AKAMAI TERMS & CONDITIONS (March 10th, 2008)