PRIVATE AND CONFIDENTIAL
Exhibit 2.2
June 20, 2018
PRIVATE AND CONFIDENTIAL
WordStream, Inc.
000 Xxxxxxxxxx Xxxxxx
Xxxxx 0000
Xxxxxx, XX 00000
Attention: Xxxxxx Xxxxx, President and CEO
Shareholder Representative Services LLC
000 00xx Xxxxxx, Xxxxx 0000
Xxxxxx, XX 00000
Attention: Managing Director
Re: Merger Agreement Amendment – “Closing Cash” Definition
Ladies and Gentlemen:
Reference is made to that certain Agreement and Plan of Merger, dated as of May 9, 2018 (the “Merger Agreement”), by and among Gannett Co., Inc., a Delaware corporation (“Gannett”), WordStream, Inc., a Delaware corporation (the “Company”), Orca Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Gannett (“Merger Sub”), and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the representative, agent and attorney-in-fact of the Company Equityholders. Each capitalized term used but not defined herein has the meaning given to it in the Merger Agreement.
The Merger Agreement is hereby amended and modified by amending the definition of “Closing Cash” in Section 1.1 to read as follows:
““Closing Cash” means all cash and cash equivalents held in the bank accounts of the Company, net of (i) outstanding (uncleared) outbound checks, drafts, wire transfers or deposits in transit, and other debits of the Company in-process, (ii) restricted balances (other than the amounts held in the Company’s money market accounts with Pacific Western Bank that constitute the “Collateral” under those certain Pledge and Security Agreements, dated as of June 12, 2018, by the Company in favor of Pacific Western Bank, which accounts had a collective balance of $495,371.00 as of June 12, 2018), and (iii) amounts held in escrow (other than funds held in escrow as a result of this Agreement), in each case, calculated as of immediately prior to the Effective Time.”
This letter agreement may be executed in counterparts (including via facsimile or electronic transmission), each of which shall be deemed to be an original, but all of which together shall constitute one and the same agreement.
[Signature Page Follows]
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Sincerely,
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By:
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/s/ Xxxxxxxxx X. Xxxxx
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Name:
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Xxxxxxxxx X. Xxxxx
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Title:
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Vice President, Associate General Counsel and Secretary
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ORCA MERGER SUB, INC.
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By:
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/s/ Xxxxxxxxx X. Xxxxx
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Name:
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Xxxxxxxxx X. Xxxxx
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Title:
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Secretary
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[Signature Page to “Closing Cash” Side Letter Agreement]
ACKNOWLEDGED AND AGREED:
WORDSTREAM, INC.
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By:
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/s/ Xxxxxx Xxxxx
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Name:
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Xxxxxx Xxxxx
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Title:
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President and CEO
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Date:
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June 20, 2018
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[Signature Page to “Closing Cash” Side Letter Agreement]
ACKNOWLEDGED AND AGREED:
SHAREHOLDER REPRESENTATIVE SERVICES LLC,
solely in its capacity as the Equityholder Representative
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By:
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/s/ Xxx Xxxxx
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Name:
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Xxx Xxxxx
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Title:
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Executive Director
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Date:
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June 20, 2018
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[Signature Page to “Closing Cash” Side Letter Agreement]
