AGREEMENT AND PLAN OF MERGER among DG FASTCHANNEL, Inc., DG ACQUISITION CORP. V, PATHFIRE, INC., and PFIRE ESCROW, INC., as Shareholders’ Representative Dated as of April 24, 2007Agreement and Plan of Merger • April 25th, 2007 • DG FastChannel, Inc • Services-business services, nec • Georgia
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of April 24, 2007, among DG FASTCHANNEL, INC., a Delaware corporation (“Parent”), DG ACQUISITION CORP. V, a Georgia corporation and wholly owned subsidiary of Parent (“Merger Sub”), and PATHFIRE, INC., a Georgia corporation (the “Company”), and, with respect to Articles VIII and X only, PFIRE ESCROW, INC., a Georgia corporation, solely in its capacity as Shareholders’ Representative. Certain capitalized terms used in the Agreement have the meanings ascribed to them in Section 9.01 hereof.
