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”).
AGREEMENT AND PLAN OF MERGER dated as of August 3, 2016 amongMerger Agreement • August 3rd, 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”).
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.
