Exhibit 99.3

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

MEDIAMIND TECHNOLOGIES INC.

(Formerly Eyeblaster, Inc.)

We have audited the accompanying consolidated balance sheets of MediaMind Technologies Inc. (formerly Eyeblaster, Inc.) (“the Company”) and its subsidiaries as of December 31, 2009 and 2010 and the related consolidated statements of income, stockholders’ equity and consolidated cash flows for each of the three years in the period ended December 31, 2010. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company and its subsidiaries as of December 31, 2009 and 2010 and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2010, in conformity with generally accepted accounting principles in the United States.

MEDIAMIND TECHNOLOGIES INC.

(FORMERLY EYEBLASTER, INC.) AND ITS SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

U.S. dollars in thousands

The accompanying notes are an integral part of the consolidated financial statements.

MEDIAMIND TECHNOLOGIES INC.

(FORMERLY EYEBLASTER, INC.) AND ITS SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

U.S. dollars in thousands (except share and per share data)

The accompanying notes are an integral part of the consolidated financial statements.

MEDIAMIND TECHNOLOGIES INC.

(FORMERLY EYEBLASTER, INC.) AND ITS SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

U.S. dollars in thousands (except share and per share data)

The accompanying notes are an integral part of the consolidated financial statements.

MEDIAMIND TECHNOLOGIES INC.

(FORMERLY EYEBLASTER, INC.) AND ITS SUBSIDIARIES

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

U.S. dollars in thousands (except share data)

*)       Represents an amount lower than $ 1.

The accompanying notes are an integral part of the consolidated financial statements.

MEDIAMIND TECHNOLOGIES INC.

(FORMERLY EYEBLASTER, INC.) AND ITS SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

U.S. dollars in thousands

The accompanying notes are an integral part of the consolidated financial statements.

MEDIAMIND TECHNOLOGIES INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

U.S. dollars in thousands

The accompanying notes are an integral part of the consolidated financial statements.

MEDIAMIND TECHNOLOGIES INC.

(FORMERLY: EYEBLASTER, INC.) AND ITS SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands

NOTE 1:-           GENERAL

a.             Mediamind Technologies Inc. (“the Company”) is a global provider of digital advertising campaign management solutions to media agencies and advertisers. The Company provides its customers with an integrated campaign management platform (“Mediamind”) that helps advertisers and agencies simplify the complexities of managing their advertising budgets across multiple digital media channels and formats, including online, mobile, rich media, in-stream video, display and search. Mediamind provides the Company’s customers with the ability to plan, create, deliver, measure, track and optimize digital media campaigns.

The Company markets its services through wholly-owned subsidiaries in Israel, the United Kingdom, France, Germany, Australia, Spain, Hong Kong, Japan, China, Mexico and Brazil. The subsidiaries provide marketing and distribution services for the Company’s solutions and services to its customers worldwide.

The Company’s operations rely significantly on third-party service providers, such as data centers, content delivery services and bandwidth providers. The Company has entered into an agreement to use a third-party to provide content delivery services to assist the Company in serving advertisements and had committed to a minimum amount during the calendar year. If this service provider or other third-party service providers fail to provide their services or if their services are no longer available to the Company for any reason and the Company is not immediately able to find replacement providers, the Company’s business, financial conditions or results of operations could be materially adversely affected.

As to principal markets and major customers, see Note 10. If a major customer decides not to continue purchasing services from the Company or significantly reduces its spending with the Company, the Company may not be able to make up the lost revenue.

b.             Initial Public Offering (“IPO”):

On August 10, 2010 the Company completed the IPO of its Common stock on the Nasdaq Capital Market. The Company issued 5,413,703 shares of Common stock, including 413,703 shares derived from the exercise of the underwriters’ over-allotment at a price of $ 11.50 per share for total gross proceeds of $ 62,258 or approximately $ 55,962 in net proceeds after deducting underwriting discounts and commissions of $ 3,795 and other offering costs of $ 2,501. Immediately prior to the closing of the IPO, each outstanding Convertible Preferred Stock was converted into 2.1068 Common stock based on the effective conversion rate calculated as of the closing date. As none of the holders of the preferred stocks chose to redeem its holdings rather than to convert, no holder was entitled to receive accretion specified in the preferred stocks’ terms (see also note 2q).

MEDIAMIND TECHNOLOGIES INC.

(FORMERLY: EYEBLASTER, INC.) AND ITS SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands

NOTE 2:-           SIGNIFICANT ACCOUNTING POLICIES

The consolidated financial statements are prepared according to United States generally accepted accounting principles (“U.S. GAAP”).

a.             Use of estimates:

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

b.             Financial statements in U.S. dollars:

Most of the Company’s revenues are generated in U.S. dollars. Although a portion of the subsidiaries’ expenses is denominated in their respective local currencies, a substantial portion of their expenses is denominated in U.S. dollars. The Company’s management believes that the U.S. dollar is the primary currency of the primary economic environment in which the Company operates. Accordingly, the U.S. dollar was used as the Company’s functional and reporting currency. Monetary accounts in currencies other than the U.S. dollar of foreign subsidiaries whose functional currency has been determined to be the U.S. dollar are remeasured into U.S. dollar in accordance with ASC 830, “Foreign Currency Matters”. All transaction gains and losses of the remeasured monetary balance sheet items are reflected in the statement of income as financial income or expenses, as appropriate.

MEDIAMIND TECHNOLOGIES INC.

(FORMERLY: EYEBLASTER, INC.) AND ITS SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands

NOTE 2:-           SIGNIFICANT ACCOUNTING POLICIES (Cont.)

The financial statements of the Company’s subsidiaries whose functional currency has been determined to be their local currency have been translated into U.S. dollars. Assets and liabilities of these subsidiaries are translated at year-end exchange rates and their statement of operations items are translated using the actual exchange rates at the dates on which those items are recognized. Such translation adjustments are recorded as a separate component of accumulated other comprehensive income in stockholders’ equity.

c.             Principles of consolidation:

The consolidated financial statements include the financial statements of the Company and its wholly-owned subsidiaries. Intercompany transactions and balances have been eliminated upon consolidation.

d.             Cash equivalents:

Cash equivalents are short-term bank deposits that are readily convertible into cash with original maturities of three months or less.

e.             Restricted cash:

Restricted cash is an interest-bearing saving account which is used as a security for a bank’s guarantee in favor of the Company.

f.              Marketable securities:

The Company accounts for its marketable securities in accordance with ASC 320, “Investments-Debt and Equity Securities”. Management determines the appropriate classification of its investments in debt and equity securities at the time of purchase and reevaluates such determinations at each balance sheet date.

The Company classified all its marketable securities as held-to-maturity as it has the positive intent and ability to hold the securities to maturity and stated them at amortized cost. The amortized cost of held-to-maturity securities is adjusted for amortization of premiums and accretion of discounts to maturity. Such amortization, accretion and decline in value judged to be other than temporary determined on a specific identification method and interest are included in financial income or expenses, as appropriate, in accordance with the Company’s policy and ASC 320.

MEDIAMIND TECHNOLOGIES INC.

(FORMERLY: EYEBLASTER, INC.) AND ITS SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands

NOTE 2:-           SIGNIFICANT ACCOUNTING POLICIES (Cont.)

g.             Property and equipment:

Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated by the straight-line method over the estimated useful lives of the assets at the following annual rates:

The Company reviews property and equipment for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. The Company measures recoverability of these assets by comparing the carrying amounts to the future undiscounted cash flows the assets are expected to generate. If property and equipment are considered to be impaired, the impairment to be recognized equals the amount by which the carrying value of the asset exceeds its fair market value. The tests are based on the Company’s single operating segment and reporting unit structure. No impairment losses were identified in any of the years presented.

h.             Revenue recognition:

The Company generates revenues primarily from monthly transaction volume-based fees earned by the Company for making the MediaMind platform available to the Company’s customers on an Application Service Provider (ASP) basis. Accordingly, such revenue is recognized in accordance with ASC 605, “Revenue Recognition” and Staff Accounting Bulletin No. 104, “Revenue Recognition in Financial Statements” in the month that the advertising impressions or click-through occur, provided that persuasive evidence of an arrangement exists, no significant Company obligations remain, collection of the resulting receivable is reasonably assured, and the fees are fixed or determinable.

The Company’s customers do not have the right to take possession of the Company’s software at any time during or after the term of the relevant customer agreement. Accordingly, as prescribed by ASC 605-30, “Rights to Use” the Company’s revenue recognition is outside the scope of ASC 985-605.

MEDIAMIND TECHNOLOGIES INC.

(FORMERLY: EYEBLASTER, INC.) AND ITS SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands

NOTE 2:-              SIGNIFICANT ACCOUNTING POLICIES (CONT.)

i.              Research and development expenses:

Research and development expenses mainly include costs associated with the maintenance of the Company’s technology platform and are therefore expensed as incurred. The Company follows the guidance of ASC 350-40, “Internal-Use Software”. No material software development costs were capitalized during all periods presented.

j.              Income taxes:

The Company and its subsidiaries account for income taxes in accordance with ASC 740, “Income Taxes”. This Statement prescribes the use of the liability method whereby deferred tax asset and liability account balances are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse.

Deferred tax liabilities and assets are classified as current or noncurrent based on the classification of the related asset or liability for financial reporting, or according to the expected reversal dates of the specific temporary differences if not related to an asset or liability for financial reporting.

The Company accounts for its uncertain tax positions in accordance with ASC 740 which contains a two-step approach to recognizing and measuring uncertain tax positions accounted for in accordance with ASC 740. The first step is to evaluate the tax position taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that, on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. The Company reevaluates its income tax positions to consider factors such as changes in facts or circumstances, changes in or interpretations of tax law, effectively settled issues under audit, and new audit activity. Such a change in recognition or measurement would result in recognition of a tax benefit or an additional charge to the tax provision. The Company accrues interest and penalties related to unrecognized tax benefits in its financial expenses.

MEDIAMIND TECHNOLOGIES INC.

(FORMERLY: EYEBLASTER, INC.) AND ITS SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands

NOTE 2:-              SIGNIFICANT ACCOUNTING POLICIES (Cont.)

k.             Concentration of credit risks:

Financial instruments that potentially subject the Company and its subsidiaries to concentrations of credit risk consist principally of cash and cash equivalents, short-term bank deposits, trade receivables and marketable securities. The majority of the Company’s cash and cash equivalents, bank deposits and marketable securities are invested with major banks in the United States, Israel and the United Kingdom. Management believes that the financial institutions that hold the Company’s investments are institutions with high credit standing, and accordingly, low credit risk exists with respect to these investments.

The Company’s marketable securities include investments in U.S. corporate debentures. It is the Company’s policy to review its marketable equity securities classified as investments on a regular basis to evaluate whether or not any security has experienced other than temporary decline in fair value.

The Company’s trade receivables are derived from sales to customers located primarily in the United States and Europe. The Company performs ongoing credit evaluations of its customers’ financial condition. The Company maintains an allowance for doubtful accounts receivable based upon management’s experience and estimate of collectability of each outstanding invoice. The allowance for doubtful accounts is determined with respect to specific debts that are doubtful of collection. As of December 31, 2009 and 2010, the Company recorded allowance for doubtful accounts of $0 and $106, respectively. To date, the Company has not experienced any material losses on its accounts receivable. The risk of collection associated with accounts receivable is mitigated by the diversity and number of customers.

MEDIAMIND TECHNOLOGIES INC.

(FORMERLY: EYEBLASTER, INC.) AND ITS SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands

NOTE 2:-              SIGNIFICANT ACCOUNTING POLICIES (Cont.)

l.              Severance pay:

The Israeli subsidiary’s liability for severance pay is calculated pursuant to the Israeli Severance Pay Law based on the most recent salary of the employee multiplied by the number of years of employment as of the balance sheet date. Employees are entitled to one month’s salary for each year of employment or a portion thereof. The Israeli subsidiary’s liability for all of its employees is satisfied by monthly deposits with insurance policies and by an accrual.

The deposited funds include profits accumulated up to the balance sheet date. The deposited funds may be withdrawn only upon the fulfillment of the obligations pursuant to the Israeli Severance Pay Law or labor agreements. The value of the deposited funds is based on the cash surrendered value of these policies.

Severance pay expense for the years ended December 31, 2008, 2009 and 2010 amounted to approximately $ 945, $ 367 and $ 927, respectively.

m.            Accounting for stock-based compensation:

ASC 718 requires the use of a valuation model to calculate the fair value of stock based awards. The Company has elected to use the Black-Scholes option-pricing model to determine the fair value of stock based awards on the dates of grant. The assumptions about stock-price volatility have been based exclusively on the volatilities of publicly traded companies that, in management’s opinion, are comparable to the Company as the Company trading history is limited (see note 1b). The risk-free interest rate is based on the yield from U.S Treasury zero-coupon bonds with an equivalent term. The expected option term represents the period that the Company’s stock options are expected to be outstanding and was determined based on the simplified method permitted by SAB 110 as the average of the vesting period and the contractual term. The Company has historically not paid dividends and has no foreseeable plans to pay dividends.

The following assumptions were used to estimate the fair value of the stock options granted during the years ended December 31, 2008, 2009 and 2010:

The Company recognizes compensation expense for the value of its awards, net of estimated forfeitures. Estimated forfeitures are based on actual historical pre-vesting forfeitures.

MEDIAMIND TECHNOLOGIES INC.

(FORMERLY: EYEBLASTER, INC.) AND ITS SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands

NOTE 2:-              SIGNIFICANT ACCOUNTING POLICIES (Cont.)

n.             Stock Split:

All figures in these financial statements relating to the common stock and convertible preferred stock have been retroactively adjusted to reflect a two-for-one stock split effected July 23, 2010 (see Note 8(a)(1)).

o.             Derivative instruments:

In 2009, the Company adopted a foreign currency cash flow hedging program using foreign currency forward contracts (“derivative instruments”) in order to hedge the exposure to variability in expected future cash flows resulting from changes in related foreign currency exchange rates. These transactions are designated as cash flow hedges, as defined by ASC 815, “Derivatives and Hedging”.

ASC 815 requires companies to recognize all of their derivative instruments as either assets or liabilities in the balance sheet at fair value. The Company measured the fair value of the contracts in accordance with ASC 820, “Fair Value Measurements and Disclosures” at Level 2. The accounting for changes in the fair value (i.e., gains or losses) of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship and further, on the type of hedging relationship.

For those derivative instruments that are designated and qualify as hedging instruments, a company must designate the hedging instrument, based upon the exposure being hedged, as a fair value hedge, cash flow hedge or a hedge of a net investment in a foreign operation.

For derivative instruments that are designated and qualify as a cash flow hedge (i.e., hedging the exposure to variability in expected future cash flows that is attributable to a particular risk), the effective portion of the gain or loss on the derivative instrument is reported as a component of other comprehensive income (loss), net of taxes and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings.

The Company’s cash flow hedging strategy is to hedge against the risk of overall changes in cash flows resulting from forecasted foreign currency salary payments during the year. The Company hedges portions of its forecasted expenses denominated in NIS with forward exchange contracts. These forward exchange contracts are designated as cash flow hedges, as defined by ASC 815 and Derivative Implementation ASC 815-30, “Cash Flow Hedges”.

MEDIAMIND TECHNOLOGIES INC.

(FORMERLY: EYEBLASTER, INC.) AND ITS SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands

NOTE 2:-       SIGNIFICANT ACCOUNTING POLICIES (Cont.)

The Company recognized a net gain from its currency forward transactions of $ 111 and $ 225 during the years ended December 31, 2009 and 2010, respectively. An amount of $ 89 and $ 193 was offset against operating expenses during the years ended December 31, 2009 and 2010, respectively. An amount of $ 22 and $ 32 was included in financial income, net during the years ended December 31, 2009 and 2010, respectively.

As of December 31, 2010, the Company recorded accumulated other comprehensive income, net of taxes, in the amount of $ 209 from its currency forward transactions with respect to payroll incurred during 2010. Such amount will be recorded in earnings during 2011.

p.             Comprehensive income:

The Company accounts for comprehensive income in accordance with ASC 220, “Comprehensive Income”. This Statement establishes standards for the reporting and display of comprehensive income and its components in a full set of general purpose financial statements. Comprehensive income generally represents all changes in stockholders’ equity during the period except those resulting from investments by, or distributions to, stockholders. The Company determined that its items of other comprehensive income relate to gain and loss on hedging derivative instruments and from foreign currency translation adjustments.

q.             Net income attributable to Common stockholders:

Under the Company’s articles of incorporation effective prior to the closing of the IPO, in the event that the Company declares or distributes dividends prior to the consummation of a Qualified IPO (“a QIPO”), an IPO in which the Company raises at least $ 40,000 of net proceeds at a price per share equal to at least $ 14.50, as defined in the Company’s articles of incorporation, holders of the Company’s Preferred stock were entitled to a preference to receive, prior to distribution of any dividends to holders of any of its Common stock, an amount equal to the original issue price per share on a cumulative basis, net of all previously paid management fees, where applicable (see also Note 11). In accordance with ASC 260, “Earning per Share”, the Company deducted the value of the Preferred stock dividend preference, calculated through the date of the conversion of the Preferred stock into Common stock (see note 1b), from its reported net income to compute net income attributable to Common stockholders, even though the Company has not declared or distributed any dividends since inception. Net income attributable to Common stockholders is used to compute earnings per share.

MEDIAMIND TECHNOLOGIES INC.

(FORMERLY: EYEBLASTER, INC.) AND ITS SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands

NOTE 2:-              SIGNIFICANT ACCOUNTING POLICIES (Cont.)

r.              Earnings per share:

Basic net earnings per share (“Basic EPS”) are computed by dividing net income attributable to Common stockholders by the weighted average number of shares of Common stock outstanding during the period, excluding shares subject to repurchase, using the two-class method as required by ASC 260-10, “Other Presentation Matters”. The two-class method is an earnings allocation formula that determines earnings per share for each class of Common stock and participating security according to dividends declared (or accumulated) and participation rights in undistributed earnings. Under the two-class method, net income is reduced by the contractual amount of dividends (or interest on participating income bonds) that must be paid for the current period. The remaining earnings are then allocated to Common stock and participating securities to the extent that each security may share in earnings as if all of the earnings for the period had been distributed.

The total earnings allocated to each security are determined by adding the amount allocated for dividends and the amount allocated for a participation feature. The total earnings allocated to each security are then divided by the weighted average number of outstanding shares of each class of the security to which the earnings are allocated to determine the net earnings per share for the class of such security.

All above mentioned calculations were carried until the date through which the participating securities were outstanding. As of the date the participating securities were converted into Common stock for the proportional period remaining until the end of the year (see note 1b).

Diluted net earnings per share (“Diluted EPS”) give effect to all dilutive potential Common stock outstanding during the period. The computation of Diluted EPS does not assume conversion, exercise or contingent exercise of securities that would have an anti-dilutive effect on earnings. The dilutive effect of outstanding stock options and warrants is computed using the treasury stock method.

MEDIAMIND TECHNOLOGIES INC.

(FORMERLY: EYEBLASTER, INC.) AND ITS SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands

NOTE 2:-              SIGNIFICANT ACCOUNTING POLICIES (Cont.)

s.             Fair value measurements:

The following methods and assumptions were used by the Company in estimating fair value disclosures for financial instruments.

The carrying amounts reported in the balance sheet for cash and cash equivalents, bank deposits, trade receivables, other accounts receivable, trade payables and other accounts payable approximate their fair values due to the short-term maturities of such instruments.

The Company measures the fair value based on guidance of ASC 820, “Fair Value Measurements and Disclosures”, which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements.

The Company adopted the provisions of ASC 820, with respect to non-financial assets and liabilities measured at fair value on a non-recurring basis.

ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 describes three levels of inputs that may be used to measure fair value as follows:

During the years ended December 31, 2008, 2009 and 2010, no impairment losses have been identified.

t.              Impact of newly issued accounting pronouncements:

There are no relevant newly issued accounting pronouncements which have an impact on these financial statements.

MEDIAMIND TECHNOLOGIES INC.

(FORMERLY: EYEBLASTER, INC.) AND ITS SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands

NOTE 3:-               MARKETABLE SECURITIES

Marketable securities with contractual maturities of one year through five years are as follows:

The unrealized gains in the Company’s investments in held-to-maturity marketable securities were mainly caused by interest rate changes. The contractual cash flow of these investments are issued by highly rated corporations. Accordingly, it is expected that the securities will not be settled at a price of less than the amortized cost of the Company’s investments.

In accordance with ASC 820, the Company measures its marketable securities at fair value. Marketable securities are classified within level 1 and are thus valued using quoted market prices.

MEDIAMIND TECHNOLOGIES INC.

(FORMERLY: EYEBLASTER, INC.) AND ITS SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands

NOTE 4:-               PROPERTY AND EQUIPMENT

Depreciation expenses for the years ended December 31, 2008, 2009 and 2010 amounted to $ 1,053, $ 1,211 and $ 2,239, respectively.

NOTE 5:-               OTHER ACCOUNTS PAYABLE

MEDIAMIND TECHNOLOGIES INC.

(FORMERLY: EYEBLASTER, INC.) AND ITS SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands

NOTE 6:-               COMMITMENTS AND CONTINGENCIES

The Company and its subsidiaries rent their facilities and motor vehicles under various operating lease agreements. In addition the Company and its subsidiaries are engaged into an agreement to use a third party to provide content delivery. The agreements end on different dates, the latest of which is in 2015 (excluding renewal options).

Future minimum payments under non-cancelable contractual obligations as of December 31, 2010 are as follows:

Total rent, motor vehicle and content delivery services expenses for the years ended December 31, 2008, 2009 and 2010 were $ 3,808, $ 3,869 and $ 4,173, respectively.

The Company leases motor vehicles under cancelable operating lease agreements. The Company has an option to be released from this agreement, which may result in penalties in a maximum amount of $ 75 as of December 31, 2010. The Company also has contractual penalties in a maximum amount of $ 188 as of December 31, 2010 in respect for mobile phone agreements for the use of its employees.

Litigation:

During 2010, the Company settled a claim against its insurance carrier regarding its entitlement for reimbursement under the insurance policy, for legal fees incurred over the years 2007 and 2008 in litigation over a third party claim. The total income recognized by the Company, as a reduction to the general and administrative expenses, during the year ended December 31, 2010, as a result of such settlement, was $ 502.

MEDIAMIND TECHNOLOGIES INC.

(FORMERLY: EYEBLASTER, INC.) AND ITS SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands

NOTE 7:-               INCOME TAXES

The Company’s consolidated provision for income taxes and deferred tax assets and liabilities is computed based on a combination of the United States tax rates on its United States income, the Israeli tax rates on its Israeli income, as well as the tax rates of other jurisdictions where it conducts business.

a.             Taxation of Israeli income:

1.             Corporate tax rates:

Taxable income of Israeli companies is subject to tax at the rate of 27% in 2008, 26% in 2009, 25% in 2010, 24% in 2011, 23% in 2012, 22% in 2013, 21% in 2014, 20% in 2015, 18% in 2016 and thereafter.

2.             Tax benefits under the Law for the Encouragement of Capital Investments, 1959 (“the Investment Law”):

Certain production facilities of the Company’s subsidiary in Israel (“MediaMind Technologies Ltd.”, formerly: Eyeblaster Ltd.”) have been granted “Approved Enterprise” status under the Investment Law.

In accordance with the Investment Law, MediaMind Technologies Ltd. has elected the “Alternative tax benefits”. On April 1, 2005, an amendment to the Investment Law came into effect (“the first Amendment”) and has significantly changed the provisions of the Investment Law. The first Amendment limits the scope of enterprises which may be approved by the Investment Center by setting criteria for the approval of a facility as a “Beneficiary Enterprise” (rather than the previous terminology of “Approved Enterprise”), such as by requiring that at least 25% of the “Beneficiary Enterprise’s” income will be derived from export. Additionally, the first Amendment enacted major changes in the manner in which tax benefits are awarded under the Investment Law so that companies no longer require Investment Center approval in order to qualify for tax benefits. However, the Investment Law provides that terms and benefits included in any certificate of approval already granted will remain subject to the provisions of the Investment Law as they were on the date of such approval. Therefore, MediaMind Technologies Ltd.’s existing Approved Enterprise will generally not be subject to the provisions of the first Amendment. As a result of the first Amendment, tax-exempt income generated under the provisions of the amended Investment Law, will subject the Company to taxes upon distribution or complete liquidation.

Accordingly, MediaMind Technologies Ltd.’s income attributed to its Approved Enterprise and Beneficiary Enterprise programs is tax exempt for a period of two years and is subject to a reduced corporate tax rate of 10%-25% for an additional period of five to eight years, depending on the percentage of foreign investment in the Company.

MEDIAMIND TECHNOLOGIES INC.

(FORMERLY: EYEBLASTER, INC.) AND ITS SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands

NOTE 7:-               INCOME TAXES (Cont.)

The duration of tax benefits for the program is subject to limitations of the earlier of 12 years from commencement of investment, or 14 years from receipt of approval as an “Approved Enterprise” under the Investment Law.

The entitlement to the above benefits is conditional upon MediaMind Technologies Ltd. fulfilling the conditions stipulated by the Investment Law, regulations published thereunder and the certificates of approval for the specific investments in Approved Enterprises.

Should MediaMind Technologies Ltd. fail to meet such requirements in the future, income attributable to its Approved Enterprise or Beneficiary Enterprise programs could be subject to the statutory Israeli corporate tax rate, and MediaMind Technologies Ltd. could be required to refund the tax benefits already received with respect to such program, in whole or in part, including interest.

In the event of distribution of a dividend from the above mentioned tax-exempt income, the amount distributed will be subject to corporate tax at the rate ordinarily applicable to the Approved Enterprise’s and Beneficiary Enterprise’s income, in addition to withholding tax.

Out of the MediaMind Technologies Ltd.’s earnings available for distribution as of December 31, 2010, $ 2,330 is a tax-exempt income attributable to its Approved Enterprise program. If such tax-exempt income is distributed in a manner other than upon the complete liquidation of MediaMind Technologies Ltd., it would be taxed at the corporate tax rate applicable to such profits and an income tax liability of up to approximately $ 583 would be incurred as of December 31, 2010. The tax-exempt income attributable to the Approved Enterprise can be distributed to stockholders without imposing tax liability on MediaMind Technologies Ltd. only upon the complete liquidation of MediaMind Technologies Ltd.

In addition, as a result of the Amendment, tax-exempt income attributed to the Company’s Beneficiary Enterprise program will subject the Company to taxes upon distribution or complete liquidation. Through December 31, 2010, the Company had $ 22,068 of tax-exempt income attributed to its Beneficiary Enterprise program. If such tax-exempt income is distributed in a merger or a regular distribution or upon complete liquidation of the Company, it would be taxed at the corporate tax rate applicable to such profits and an income tax liability of up to $ 5,517 would be incurred as of December 31, 2010.

MEDIAMIND TECHNOLOGIES INC.

(FORMERLY: EYEBLASTER, INC.) AND ITS SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands

NOTE 7:-              INCOME TAXES (Cont.)