Mediashift Inc. – Amended and Restated (September 6th, 2012)
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.
Mediashift Inc. – Jmg Exploration, Inc. Voting Agreement (September 6th, 2012)
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:
Mediashift Inc. – Lock-Up Agreement (September 6th, 2012)
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: