INDEMNITY AGREEMENTIndemnity Agreement • December 23rd, 2013 • New Online Co • Services-advertising • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of , 20 , by and between The New Online Company, a Delaware corporation (the “Company”), and (“Indemnitee”).
THIS AGREEMENT IS SUBJECT TO ARBITRATION EMPLOYMENT AGREEMENTEmployment Agreement • November 13th, 2014 • Sizmek Inc. • Services-advertising • Texas
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into effective as of the 7th day of October, 2014, by and between Sizmek Inc., a Delaware corporation, its subsidiaries, affiliates, successors and assigns (collectively, the “Corporation”), and Kenneth Saunders (“Executive”).
TENDER AND VOTING AGREEMENTTender and Voting Agreement • August 3rd, 2016 • Sizmek Inc. • Services-advertising • Delaware
This TENDER AND VOTING AGREEMENT (this “Agreement”), dated as of August 3, 2016, is by and among Solomon Holding, LLC, a Delaware limited liability company (“Parent”), Solomon Merger Subsidiary, Inc., a Delaware corporation (“Merger Subsidiary”), and each of the Persons set forth on Schedule A hereto (each, a “Stockholder”).
EMPLOYEE MATTERS AGREEMENTEmployee Matters Agreement • February 11th, 2014 • Sizmek Inc. • Services-advertising • Delaware
This EMPLOYEE MATTERS AGREEMENT (including all Schedules hereto, this “Agreement”), dated as of February 6, 2014, is entered into by and between Digital Generation, Inc., a Delaware corporation (“DG”), and Sizmek Inc., a Delaware corporation (“SpinCo”) (each a “Party” and collectively, the “Parties”). Capitalized terms used herein shall have the meanings ascribed to them in Article I.
Vector Capital IV, L.P. One Market Street Steuart Tower, 23rd Floor San Francisco, California 94105 July 17, 2017Merger Agreement • August 2nd, 2017 • Sizmek Inc. • Services-advertising
Reference is made to that certain Agreement and Plan of Merger (as the same may be amended, modified or restated in accordance with the terms thereof, the “Merger Agreement”), dated as of the date hereof, among Sizmek Inc., a Delaware corporation (“you” or “Parent”), Fuel Acquisition Co., a Delaware corporation (“Merger Sub”), and Rocket Fuel Inc., a Delaware corporation (the “Company”). Capitalized terms used and not otherwise defined in this letter shall have the meanings ascribed to such terms in the Merger Agreement.
AGREEMENTMerger Agreement • December 23rd, 2013 • New Online Co • Services-advertising • Delaware
This agreement, effective October 7, 2013 (this “Agreement”), is by and among the persons and entities listed on Exhibit A hereto (collectively, “Meruelo Stockholders,” or individually “Meruelo Stockholder”) and Digital Generation, Inc. (“DG” or the “Company”). In consideration of and reliance upon the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
SIZMEK INC. RESTRICTED STOCK UNIT AWARD GRANT NOTICE AND RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • May 9th, 2014 • Sizmek Inc. • Services-advertising • Texas
Sizmek Inc., a Delaware corporation (the “Company”), pursuant to its 2014 Incentive Award Plan (the “Plan”), hereby grants to the holder listed below (“Holder”), an award of restricted stock units (“Restricted Stock Units” or “RSUs”) with respect to the number of shares of the Company’s Common Stock (the “Shares”). This award for Restricted Stock Units (this “Award”) is subject to all of the terms and conditions as set forth herein and in the Restricted Stock Unit Award Agreement attached hereto as Exhibit A (the “Restricted Stock Unit Agreement”) and the Plan, each of which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Restricted Stock Unit Agreement.
TAX MATTERS AGREEMENTTax Matters Agreement • February 11th, 2014 • Sizmek Inc. • Services-advertising • Delaware
This Tax Matters Agreement (this “Agreement”), dated as of February 6, 2014, is entered into by and between Digital Generation, Inc., a Delaware corporation (“DG”), and Sizmek Inc., a Delaware corporation (“SpinCo” and together with DG, the “Parties”). Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings ascribed to such terms in the Separation and Redemption Agreement, dated as of the date hereof, by and between DG and SpinCo (the “Separation Agreement”).
AGREEMENT AND PLAN OF MERGER dated as of August 3, 2016 amongMerger Agreement • August 9th, 2016 • Sizmek Inc. • Services-advertising • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of August 3, 2016, among Sizmek Inc., a Delaware corporation (the “Company”), Solomon Holding, LLC, a Delaware limited liability company (“Parent”), and Solomon Merger Subsidiary, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Subsidiary”).
SEPARATION AND REDEMPTION AGREEMENT By and between DIGITAL GENERATION, INC. and SIZMEK INC. Dated as of February 6, 2014Separation and Redemption Agreement • February 11th, 2014 • Sizmek Inc. • Services-advertising • Delaware
To Our Stockholders:Merger Agreement • August 29th, 2016 • Sizmek Inc. • Services-advertising
We are pleased to inform you that, on August 3, 2016, Sizmek Inc. (the “Company”) entered into a merger agreement providing for the acquisition of the Company by Solomon Holding, LLC (“Solomon”), an affiliate of funds managed by Vector Capital Management, L.P. In accordance with the merger agreement Solomon, through a wholly owned subsidiary, has today commenced a tender offer to purchase all of the outstanding shares of the Company’s common stock for $3.90 per share in cash, net to the seller, without interest.
LIMITED GUARANTEELimited Guarantee • August 3rd, 2016 • Sizmek Inc. • Services-advertising • Delaware
This LIMITED GUARANTEE, dated as of August 3, 2016 (this “Limited Guarantee”), is made by Vector Capital IV, L.P. (the “Guarantor”), in favor of Sizmek Inc., a Delaware corporation (the “Company”). Reference is hereby made to that certain Agreement and Plan of Merger, dated on the date hereof (as the same may be amended, modified or restated in accordance with the terms thereof, the “Merger Agreement”), by and among Solomon Holding, LLC, a Delaware limited liability company (“Parent”), Solomon Merger Subsidiary, Inc., a Delaware corporation (“Merger Sub”) and Sizmek Inc., a Delaware corporation (the “Company”). Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Merger Agreement.
Exclusivity Extension AgreementExclusivity Extension Agreement • August 2nd, 2017 • Sizmek Inc. • Services-advertising • Delaware
Reference is made in this letter agreement (this “Letter Agreement”) to that certain exclusivity letter agreement dated June 6, 2017 (the “Exclusivity Agreement”) executed by and between Sizmek Inc. (“Sizmek”) and Rocket Fuel Inc. (the “Company”). Capitalized terms not defined in this Letter Agreement have the meanings set forth in the Exclusivity Agreement.
TRANSITION SERVICES AGREEMENT dated as of February 6, 2014 between SIZMEK INC. and DIGITAL GENERATION, INC.Transition Services Agreement • February 11th, 2014 • Sizmek Inc. • Services-advertising • Delaware
This TRANSITION SERVICES AGREEMENT (together with the Schedules attached hereto, this “Agreement”) is entered into as of February 6, 2014 (this “Agreement”), by and between Sizmek Inc., a Delaware corporation (“SpinCo”), and Digital Generation, Inc., a Delaware corporation ( “DG”).
THIS AGREEMENT IS SUBJECT TO ARBITRATION EMPLOYMENT TRANSITION AGREEMENTEmployment Transition Agreement • May 9th, 2014 • Sizmek Inc. • Services-advertising
THIS EMPLOYMENT TRANSITION AGREEMENT (this “Agreement”) is made and entered into as of the 14th day of April 2014, by and between Sizmek Inc., a Delaware corporation, its subsidiaries, affiliates, successors, and assigns (collectively the “Corporation”), and Craig Holmes (“Employee”).
SIZMEK INC. LONG-TERM OVERACHIEVEMENT PERFORMANCE AWARD GRANT NOTICE AND LONG- TERM OVERACHIEVEMENT PERFORMANCE AWARD AGREEMENTLong-Term Overachievement Performance Award Agreement • May 9th, 2014 • Sizmek Inc. • Services-advertising • Texas
Sizmek Inc., a Delaware corporation (the “Company”), pursuant to its 2014 Incentive Award Plan (the “Plan”), hereby grants to the holder listed below (“Holder”), a long-term overachievement performance award (the “Award”). This Award is subject to all of the terms and conditions as set forth herein and in the Long-Term Overachievement Performance Award Agreement attached hereto as Exhibit A (the “Overachievement Award Agreement”) and the Plan, each of which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Overachievement Award Agreement.
SECURITIES PURCHASE AGREEMENT by and among Sizmek Technologies, Inc., Sizmek Inc. and TEGNA Inc. November 12, 2015Securities Purchase Agreement • November 13th, 2015 • Sizmek Inc. • Services-advertising • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of November 12, 2015, by and among Sizmek Technologies, Inc., a Delaware corporation (the “Buyer”), Sizmek Inc., a Delaware corporation (the “Parent”) and TEGNA Inc., a Delaware corporation (the “Seller”).
June 6, 2017Exclusivity Agreement • August 2nd, 2017 • Sizmek Inc. • Services-advertising
Based on the discussions between Sizmek Inc. (“Sizmek”) and its affiliates and Rocket Fuel Inc. (the “Company”) with respect to a possible negotiated acquisition of the Company by Sizmek (the “Transaction”), and in consideration of the resources Sizmek has expended, and will expend, in evaluating and negotiating the terms of the Transaction, Sizmek and the Company agree as set forth below in this letter agreement (this “Agreement”):
THIS AGREEMENT IS SUBJECT TO ARBITRATION SEPARATION AGREEMENT AND GENERAL RELEASE OF CLAIMSSeparation Agreement • August 13th, 2015 • Sizmek Inc. • Services-advertising
THIS SEPARATION AGREEMENT AND GENERAL RELEASE OF CLAIMS (this “Agreement”) is made and entered into as of this 8th day of May, 2015, by and between Sizmek Inc., a Delaware corporation (the “Corporation”), and Sean Markowitz (“Executive”).
Exclusivity Extension AgreementExclusivity Extension Agreement • August 2nd, 2017 • Sizmek Inc. • Services-advertising • Delaware
Reference is made in this letter agreement (this “Letter Agreement”) to that certain exclusivity letter agreement dated June 6, 2017 (as amended, the “Exclusivity Agreement”) executed by and between Sizmek Inc. (“Sizmek”) and Rocket Fuel Inc. (the “Company”). Capitalized terms not defined in this Letter Agreement have the meanings set forth in the Exclusivity Agreement.
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • August 2nd, 2017 • Sizmek Inc. • Services-advertising • Delaware
This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of July 17, 2017, is by and among Sizmek Inc., a Delaware corporation (“Parent”), Fuel Acquisition Co., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and each of the Persons set forth on Schedule A hereto (each, a “Stockholder”).
TRANSITION SERVICES AGREEMENT dated as of between THE NEW ONLINE COMPANY And DIGITAL GENERATION, INC.Transition Services Agreement • December 23rd, 2013 • New Online Co • Services-advertising • Delaware
AMENDMENT TO MERUELO AGREEMENTMeruelo Agreement • March 16th, 2015 • Sizmek Inc. • Services-advertising
This Amendment (“Amendment”), dated March 10, 2015, is entered into by and among the persons and entities listed on Exhibit A hereto (“Meruelo Stockholders”) and Sizmek Inc. (the “Company”).
