Rho VenturesLetter 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.
TENDER AGREEMENTTender Agreement • November 2nd, 2016 • J2 Global, Inc. • Telegraph & other message communications • Delaware
This Tender Agreement (this “Agreement”), is effective 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”), and [ ] (the “Stockholder”).
Offer to Purchase for Cash All Outstanding Shares of Common Stock ofOffer to Purchase • November 2nd, 2016 • J2 Global, Inc. • Telegraph & other message communications
The Offer is being made pursuant to an Agreement and Plan of Merger, dated as of October 21, 2016 (the “Merger Agreement”), by and among Everyday Health, Parent, the Purchaser and (solely with respect to Section 9.11 thereof) j2, under which the Purchaser will be merged with and into Everyday Health (the “Merger”) pursuant to Section 251(h) of the General Corporation Law of the State of Delaware, as amended (the “DGCL”), with Everyday Health surviving the Merger as a direct wholly-owned subsidiary of Parent.
Re: Confidentiality AgreementConfidentiality Agreement • November 2nd, 2016 • J2 Global, Inc. • Telegraph & other message communications • New York
In connection with the consideration by Ziff Davis, LLC (and its subsidiaries, collectively, “you”) of a possible negotiated transaction (a “Possible Transaction”) with Everyday Health, Inc. and/or its subsidiaries, affiliates or divisions (collectively, with such subsidiaries, affiliates and divisions, the “Company”), the Company is prepared to make available to you and your Representatives (as hereinafter defined) certain information concerning the business, financial condition, operations, assets and liabilities of the Company. As a condition to such information being furnished to you and your Representatives, you agree that you will, and will cause your Representatives to, treat the Evaluation Material (as hereinafter defined) in accordance with the provisions of this letter agreement and take or abstain from taking certain other actions as set forth herein. The term “affiliates” has the meaning given to it under the Securities Exchange Act of 1934, as amended (the “1934 Act”). The
