AMENDMENT TO DEFERRED CONTINGENT MERGER CONSIDERATION AGREEMENTDeferred Contingent Merger Consideration Agreement • March 31st, 2017 • Wal Mart Stores Inc • Retail-variety stores • Delaware
As you know, Wal-Mart Stores, Inc., a Delaware corporation (the “Acquiror”), has agreed to acquire by merger (the “Merger”) Jet.com, Inc., a Delaware corporation (the “Company”), pursuant to that certain Agreement and Plan of Merger, dated as of August 7, 2016 (as it may be amended from time to time in accordance with its terms, the “Merger Agreement”), by and among the Acquiror, the Company and certain other parties thereto, and in connection with entering into the Merger Agreement, you and the Acquiror entered into that certain Deferred Contingent Merger Consideration Agreement, dated as of August 7, 2016 (the “Agreement”). You have indicated an interest in transferring a portion of the shares held by you that are subject to the Agreement, and you and the Acquiror wish to amend the Agreement to keep the total amount of Deferred Contingent Merger Consideration constant. Capitalized terms used in this amendment (this “Amendment”) and not otherwise defined herein will have the meanings
DEFERRED CONTINGENT MERGER CONSIDERATION AGREEMENTDeferred Contingent Merger Consideration Agreement • March 31st, 2017 • Wal Mart Stores Inc • Retail-variety stores
As you know, Wal-Mart Stores, Inc., a Delaware corporation (the “Acquiror”), has agreed to acquire by merger (the “Merger”) Jet.com, Inc., a Delaware corporation (the “Company”), pursuant to that certain Agreement and Plan of Merger, dated of even date herewith (as it may be amended from time to time in accordance with its terms, the “Merger Agreement”), by and among the Acquiror, the Company and certain other parties thereto. Capitalized terms used in this agreement (this “Agreement”) and not otherwise defined herein will have the meanings given to such terms in the Merger Agreement. Any reference to the “Acquiror” will be understood to include any successor to the Acquiror.
