Vector Capital IV, L.P. One Market Street Steuart Tower, 23rd Floor San Francisco, California 94105 August 3, 2016Vector Capital IV, L.P. • August 29th, 2016 • 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, 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 and not otherwise defined in this letter shall have the meanings ascribed to such terms in the Merger Agreement.
March 23, 2016Vector Capital IV, L.P. • August 29th, 2016 • Services-advertising • Delaware
In connection with Vector Capital Management, L.P.’s (“you” or “your”) consideration of a possible negotiated transaction with (a “Possible Transaction”) Sizmek, Inc. and/or its subsidiaries or affiliates (collectively, with such subsidiaries and affiliates, the “Company”), the Company is prepared to make available to you and your Representatives (as hereinafter defined) certain non-public 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 direct 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 “Representatives” (i) with respect to you, shall only include your affiliates, affiliated funds and your and their respective officers, managers, dire
