Ziff Davis, Inc. Sample Contracts

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STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • February 10th, 2000 • Jfax Com Inc • Telegraph & other message communications • California
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • July 20th, 2000 • Jfax Com Inc • Telegraph & other message communications • Delaware
EXHIBIT 10.18 INVESTMENT AGREEMENT
Investment Agreement • May 26th, 1999 • Jfax Com Inc • Telegraph & other message communications • New York
J2 GLOBAL, INC. AND WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of November 15, 2019 1.75% Convertible Senior Notes due 2026
Indenture • November 15th, 2019 • J2 Global, Inc. • Telegraph & other message communications • New York

INDENTURE dated as of November 15, 2019 between J2 GLOBAL, 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).

and Warrants
Purchase 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
WITNESSETH:
Second Modification Agreement • April 1st, 2002 • J2 Global Communications Inc • Telegraph & other message communications
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.,...
Agreement and Plan of Merger • 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 .

j2 GLOBAL, INC. as Issuer
Indenture • June 10th, 2014 • J2 Global, Inc. • Telegraph & other message communications • New York

INDENTURE, dated as of June 10, 2014 between j2 Global, Inc., a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”), having its principal office at 6922 Hollywood Blvd., Suite 500, Los Angeles, CA 90028 and U.S. Bank National Association, a national banking association, as Trustee (herein called the “Trustee”).

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 Arrangers
Credit 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.

WITNESSETH:
Modification Agreement • April 30th, 2001 • J2 Global Communications Inc • Telegraph & other message communications
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REGISTRATION RIGHTS AGREEMENT by and between j2 Global, Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated Dated as of July 26, 2012
Registration 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.”

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 2025
Indenture • 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.

j2 GLOBAL, INC. as Issuer and U.S. BANK NATIONAL ASSOCIATION as Trustee
Supplemental Indenture • July 27th, 2012 • J2 Global, Inc. • Telegraph & other message communications • New York
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
April 1, 2001
J2 Global Communications Inc • April 30th, 2001 • Telegraph & other message communications • Delaware
Agreement ---------
Stock Purchase Agreement • April 1st, 2002 • J2 Global Communications Inc • Telegraph & other message communications • California
RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO J2 GLOBAL, INC.
Restricted Stock Unit Agreement • May 10th, 2021 • J2 Global, Inc. • Telegraph & other message communications • California

THIS RESTRICTED STOCK UNIT AGREEMENT is made as of [Date] by and between [Name] (the “Participant”) and J2 Global, Inc., a Delaware corporation (the “Company”), pursuant to the Company’s 2015 Stock Option Plan (the “Plan”).

Rho Ventures
Merger Agreement • November 2nd, 2016 • J2 Global, Inc. • Telegraph & other message communications • Delaware

Reference is hereby made to that certain Agreement and Plan of Merger (as amended, restated, supplemented and waived from time to time in accordance with its terms, the “Merger Agreement”) , dated as of the date hereof, by and between Everyday Health, Inc. (the “Company”), Project Echo Acquisition Corp. (“Purchaser”), Ziff-Davis, LLC (“Parent”) and j2 Global, Inc. (“Guarantor”). Capitalized terms used but not defined in this letter agreement (this “Letter Agreement”) shall have the meaning ascribed to such terms in the Merger Agreement.

PERFORMANCE STOCK UNIT AGREEMENT PURSUANT TO ZIFF DAVIS, INC.
Performance Stock Unit Agreement • May 9th, 2024 • Ziff Davis, Inc. • Telegraph & other message communications • California

THIS PERFORMANCE STOCK UNIT AGREEMENT (this “Agreement”) is made as of [•] by and between [•] (the “Participant”) and Ziff Davis, Inc., a Delaware corporation (the “Company”), pursuant to the Company’s 2015 Stock Option Plan (the “Plan”). Capitalized terms used but not defined herein shall have the meanings assigned to them under the Plan.

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