EXHIBIT 10.22 ESCROW AGREEMENT (this "Agreement"), dated as of January 26, 2000, among JFAX.COM, Inc., a Delaware corporation (the "Company"), Steven J. Hamerslag, Chief Executive Officer of the Company ("Mr. Hamerslag"), and City National Bank, a...Escrow Agreement • March 30th, 2000 • Jfax Com Inc • Telegraph & other message communications • California
STOCK PURCHASE AGREEMENTStock Purchase Agreement • February 10th, 2000 • Jfax Com Inc • Telegraph & other message communications • California
EXHIBIT 10.6 ------------ [Note: This agreement has been assigned by Boardrush LLC to Boardrush Media LLC.] JFAX COMMUNICATIONS, INC. March 17, 1997 Mr. Jaye Muller Boardrush LLC 244 Madison Avenue Suite 191 New York, New York 10016 Dear Jaye: I am...Consulting Agreement • April 16th, 1999 • Jfax Com Inc • New York
EXHIBIT 10.20 EMPLOYMENT AGREEMENT THIS AGREEMENT, made and entered into as of January 26, 2000, by and among JFAX.COM, Inc., a Delaware corporation (the "Company"), and Steven J. Hamerslag ("Employee"). WHEREAS, the Company is purchasing all or...Employment Agreement • March 30th, 2000 • Jfax Com Inc • Telegraph & other message communications • California
EXHIBIT 10.18 INVESTMENT AGREEMENTInvestment Agreement • May 26th, 1999 • Jfax Com Inc • Telegraph & other message communications • New York
ZIFF DAVIS, INC. AND WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of July 16, 2024 3.625% Convertible Senior Notes due 2028Indenture • July 16th, 2024 • Ziff Davis, Inc. • Telegraph & other message communications • New York
INDENTURE dated as of July 16, 2024 between ZIFF DAVIS, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
The Additional Shares may be purchased solely for the purpose of covering over- allotments made in connection with the offering of the Firm Shares. The Underwriters may exercise their right to purchase Company Additional Shares and their right to...Underwriting Agreement • June 24th, 1999 • Jfax Com Inc • Telegraph & other message communications • New York
WITNESSETH:Modification Agreement • April 1st, 2002 • J2 Global Communications Inc • Telegraph & other message communications
John F. Rieley Orchard/JFAX Investors, L.L.C. Jens Muller 10960 Wilshire Blvd, Suite 500 Boardrush LLC Suite 500 225 Lafayette Street, # 306 Los Angeles, California 90024 New York, New York 10012 Attn: Richard S. ResslerRegistration Rights Agreement • May 26th, 1999 • Jfax Com Inc • Telegraph & other message communications
April 5, 2000 eFAX.com 1378 Willow Road Menlo Park, California 94025 Re: Letter of Intent ---------------- Ladies and Gentlemen: This letter sets forth the terms of the proposed two-step transaction (the "Transactions") pursuant to which eFAX.com,...Letter of Intent • April 6th, 2000 • Jfax Com Inc • Telegraph & other message communications
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGERMerger Agreement • July 20th, 2000 • Jfax Com Inc • Telegraph & other message communications • Delaware
4. Compensation: You will receive an initial weekly base salary of $5,192.30, which equates to $270,000 per year (the "Base Salary), and which will be paid bi-weekly in accordance with the Company's normal payroll procedures. In addition, you will be...Employment Agreement • August 13th, 2001 • J2 Global Communications Inc • Telegraph & other message communications • California
EXHIBIT 10.9 ------------ REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (the "Agreement") is made and entered into as of March 17, 1997 by and among JFAX Communications, Inc., a Delaware corporation (the "Company"), and the holders...Registration Rights Agreement • April 16th, 1999 • Jfax Com Inc • New York
EXHIBIT 10.4 ------------ EMPLOYMENT AGREEMENT This Employment Agreement is entered into as of March 17, 1997 between JFAX Communications, Inc. (the "Company") and Dr. Anand Narasimhan ("Employee"). The parties agree as follows with respect to the...Employment Agreement • April 16th, 1999 • Jfax Com Inc • California
and WarrantsPurchase Agreement • May 26th, 1999 • Jfax Com Inc • Telegraph & other message communications • New York
RECITALS --------Securityholders' Agreement • April 16th, 1999 • Jfax Com Inc • New York
Agreement ---------Redemption Agreement • August 13th, 2001 • J2 Global Communications Inc • Telegraph & other message communications • California
EXHIBIT 10.8 ------------ REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT, dated as of June 30, 1998, among JFAX Communications, Inc., a Delaware corporation (the "Company") and the investors whose names appear under the heading...Registration Rights Agreement • April 16th, 1999 • Jfax Com Inc • New York
AGREEMENT AND PLAN OF MERGER among: Everyday Health, Inc., a Delaware corporation; Ziff Davis, LLC, a Delaware limited liability company; Project Echo Acquisition Corp., a Delaware corporation; and Solely with respect to Section 9.11 j2 Global, Inc.,...Merger Agreement • October 27th, 2016 • J2 Global, Inc. • Telegraph & other message communications • Delaware
THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of October 21, 2016, by and among: Ziff Davis, LLC, a Delaware limited liability company (“Parent”); Project Echo Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”); solely with respect to Section 9.11, j2 Global, Inc., a Delaware corporation (the “Guarantor”); and Everyday Health, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A .
April 1, 2001Consulting Agreement • April 30th, 2001 • J2 Global Communications Inc • Telegraph & other message communications • Delaware
JFAX.COM, INC.Common Stock Certificate • June 14th, 1999 • Jfax Com Inc • Telegraph & other message communications
FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF _______________________ ________________________ _____________________________ JFAX.COM, INC. ______________________________ _______________________ ________________________ transferable on the books of the Corporation by the holder hereof in person or by duly authorized attorney upon surrender of this Certificate properly endorsed. This Certificate is not valid unless duly countersigned by the Transfer Agent and registered by the Registrar. Witness the facsimile seal of the Corporation and the facsimile signatures of its duly authorized Officers. Dated:
EXHIBIT 10.15 MASTER LOAN AND SECURITY AGREEMENT THIS AGREEMENT dated as of March 10, 1998, is made by JFAX Communications, Inc. (the "Borrower"), a Delaware corporation having its principal place of business and chief executive office at 10960...Loan Agreement • May 26th, 1999 • Jfax Com Inc • Telegraph & other message communications • Illinois
EXHIBIT 10.27 TERM LOAN AGREEMENT TERM LOAN AGREEMENT, dated May 5, 2000 by and between eFAX.com, a Delaware corporation (the "Company"), and JFAX.COM, Inc., a Delaware corporation (the "Lender").Term Loan Agreement • August 14th, 2000 • Jfax Com Inc • Telegraph & other message communications • California
WITNESSETH:Modification Agreement • April 30th, 2001 • J2 Global Communications Inc • Telegraph & other message communications
CREDIT AGREEMENT dated as of December 5, 2016 among j2 GLOBAL, INC., as the Borrower, THE LENDERS PARTY HERETO, MUFG UNION BANK, N.A., as Administrative Agent and MUFG UNION BANK, N.A. and CITIGROUP GLOBAL MARKETS INC., as Joint Lead ArrangersCredit Agreement • December 5th, 2016 • J2 Global, Inc. • Telegraph & other message communications • New York
CREDIT AGREEMENT (this “Agreement”) dated as of December 5, 2016 among j2 GLOBAL, INC., a Delaware corporation, the LENDERS party hereto, and MUFG UNION BANK, N.A., as Administrative Agent.
J2 GLOBAL, INC. as the Company THE GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO and WILMINGTON TRUST, NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of October 7, 2020 4.625% SENIOR NOTES DUE 2030Indenture • October 7th, 2020 • J2 Global, Inc. • Telegraph & other message communications • New York
INDENTURE, dated as of October 7, 2020, among J2 Global, Inc., a Delaware corporation (the “Company”), the Guarantors (as defined herein) and Wilmington Trust, National Association, as Trustee.
REGISTRATION RIGHTS AGREEMENT by and between j2 Global, Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated Dated as of July 26, 2012Registration Rights Agreement • July 27th, 2012 • J2 Global, Inc. • Telegraph & other message communications • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of July 26, 2012, by and between j2 Global, Inc., a Delaware corporation (the “Company”), and Merrill Lynch, Pierce, Fenner & Smith Incorporated (the “Initial Purchaser”), who has agreed to purchase the Company’s 8.000% Senior Notes due 2020 (the “Initial Notes”) pursuant to the Purchase Agreement (as defined below). The Notes will be fully and unconditionally guaranteed by any subsidiary of the Company that may execute a guarantee in accordance with the terms of the Indenture (as defined below) after the Closing Date (as defined below), and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Initial Notes and any such Guarantees are herein collectively referred to as the “Initial Securities.”
EXHIBIT 10.10 STOCK OPTION AGREEMENT THIS STOCK OPTION AGREEMENT (this "Agreement") made as of the 24th day of January, 1997, by and among JFAX Communications, Inc., a Delaware corporation (the "Company"), Michael P. Schulhof (the "Optionee"); and,...Stock Option Agreement • May 26th, 1999 • Jfax Com Inc • Telegraph & other message communications • New York
December 31, 2001 Richard S. Ressler Orchard Capital Corporation 6922 Hollywood Blvd., Suite 900 Los Angeles, California 90024 Dear Mr. Ressler: As you are aware, on April 1, 2000 Orchard Capital Corporation, a California corporation ("Consultant")...Consulting Agreement • April 1st, 2002 • J2 Global Communications Inc • Telegraph & other message communications
RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO ZIFF DAVIS, INC.Restricted Stock Unit Agreement • May 16th, 2024 • Ziff Davis, Inc. • Telegraph & other message communications • California
THIS RESTRICTED STOCK UNIT AGREEMENT is made as of [•] by and between [•] (the “Participant”) and Ziff Davis, Inc., a Delaware corporation (the “Company”), pursuant to the Company’s 2024 Equity Incentive Plan (the “Plan”). Capitalized terms used but not defined herein shall have the meanings assigned to them under the Plan.
3 4 exchange its Series D Shares unless such exchange is in accordance with the requirements of Section 4(p) of the Series D Exchange Agreement.Side Agreement • July 20th, 2000 • Jfax Com Inc • Telegraph & other message communications • Delaware
j2 CLOUD SERVICES, LLC j2 CLOUD CO-OBLIGOR, INC. as Issuers THE GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO and U.S. BANK NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of June 27, 2017 6.000% SENIOR NOTES DUE 2025Indenture • June 27th, 2017 • J2 Global, Inc. • Telegraph & other message communications • New York
INDENTURE, dated as of June 27, 2017, among j2 Cloud Services, LLC, a Delaware limited liability company (the “Company”), and j2 Cloud Co-Obligor, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (the “Co-Issuer” and, together with the Company, the “Issuers,” and each an “Issuer”), the Guarantors (as defined herein) and U.S. BANK NATIONAL ASSOCIATION, as Trustee.
Agreement ---------Stock Purchase Agreement • April 1st, 2002 • J2 Global Communications Inc • Telegraph & other message communications • California
j2 GLOBAL, INC. as Issuer and U.S. BANK NATIONAL ASSOCIATION as TrusteeIndenture • July 27th, 2012 • J2 Global, Inc. • Telegraph & other message communications • New York
December 31, 2000 Steven J. Hamerslag P.O. Box 730 17501 Via de Fortuna Rancho Santa Fe, California 92067 Dear Steve: This will confirm the agreements that have been reached between you and j2 Global Communications, Inc. ("j2"), relating to the...Termination Agreement • April 30th, 2001 • J2 Global Communications Inc • Telegraph & other message communications
