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.
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.
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”):
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”).
