exhibit_10-1.htm














Exhibit 10.1


 


JOINDER AGREEMENT







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


 


WHEREAS, each of BRM Group Ltd. and Jonathan Kolber (together, the “Purchasing Shareholders” and each, a “Purchasing Shareholder”) has agreed to join in the Registration Rights Agreement on the date hereof as an Investor and a Common Holder; and


 


WHEREAS, the holders of a majority of the converted Preferred Stock and Investors holding at least a majority of all Registrable Shares outstanding and held by Common Holders have acknowledged and agreed to provide the Purchasing Shareholders the rights set forth herein.


 


Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Registration Rights Agreement.


 


NOW, THEREFORE, in consideration of the premises and mutual covenants and obligations hereinafter set forth and the Purchasing Shareholders’ purchase of the Corporation’s Common Stock in the Corporation’s initial public offering, the Corporation and the Investors hereby agree as follows:


 


1.           Joinder.  Each Purchasing Shareholder hereby acknowledges that it has received and reviewed a copy of the Registration Rights Agreement and all other documents it deems fit in order to enter into this Joinder Agreement (the “Joinder Agreement”), and acknowledges and agrees (i) to join and become a party to the Registration Rights Agreement as an Investor and a Common Holder as indicated by its signature below; and (ii) to be bound by the terms and comply with all applicable provisions of the Registration Rights Agreement.


 


2.           Counterparts.  This Joinder Agreement may be signed in one or more counterparts (which may be delivered in original form or a facsimile or “pdf” file thereof), each of which shall constitute an original when so executed and all of which together shall constitute one and the same agreement.


 


3.           Headings.  The section headings used herein are for convenience only and shall not affect the construction hereof.


 



                4.           Applicable Law.  This Joinder Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.


 






  





  











  







 


IN WITNESS WHEREOF, each of the undersigned has executed this agreement as of 8th day of November, 2010.


 




	 	
MEDIAMIND TECHNOLOGIES INC.

	 
	 	 	 	 
	
 

	
By: 

	/s/ Gal Trifon	 
	 	 	Name: Gal Trifon	 
	 	 	Title:   President and Chief Executive Officer	 










 




	 	
INVESTORS AND COMMON HOLDERS:

	 
	 	 	 
	 	
BRM GROUP LTD.


 

	 
	
 

	
By: 

	/s/ Avi Basher	 
	 	 	Name: Avi Basher	 
	 	 	Title:   Chief Financial Officer	 







 









	 	
JONATHAN KOLBER

	 
	 	 	 
	
 

	
By: 

	/s/ Jonathan Kolber	 
	 	 	Name: Jonathan Kolber	 
	 	 













 




  





  











  









 



ACKNOWLEDGED AND AGREED BY COMMON HOLDERS:




 



	
GAL TRIFON


 

	 
	
By: 

	/s/ Gal Trifon	 
	 	 
Gal Trifon

	 










 











	


INSIGHT VENTURE PARTNERS IV, L.P.


 






	
By: 

	/s/ Deven Parekh	 
	 	Name: Deven Parekh	 
	 	Title:   Director	 










 












	



INSIGHT VENTURE PARTNERS (CAYMAN) IV, L.P.


 








	
By: 

	/s/ Deven Parekh	 
	 	Name: Deven Parekh	 
	 	Title:   Director	 










 












	




INSIGHT VENTURE PARTNERS IV (CO-INVESTORS), L.P.


 










	
By: 

	/s/ Deven Parekh	 
	 	Name: Deven Parekh	 
	 	Title:   Director	 










 













	





INSIGHT VENTURE PARTNERS IV (FUND B), L.P.


 












	
By: 

	/s/ Deven Parekh	 
	 	Name: Deven Parekh	 
	 	Title:   Director	 










 
























  





  











  






 










	






ACKNOWLEDGED AND AGREED BY HOLDER OF CONVERTED PREFERRED STOCK:


 



SYCAMORE TECHNOLOGIES VENTURES L.P.


 
















	
By: 

	/s/ Eli Barkat	 
	 	Name: Eli Barkat	 
	 	Title:  Managing Partner