Merger Agreement (May 18th, 2017)
This Merger Agreement (this Agreement), dated as of May 17, 2017, is made by and among B. Riley Financial, Inc., a Delaware corporation (the Purchaser), Foxhound Merger Sub, Inc., a Delaware corporation (Merger Sub), Wunderlich Investment Company, Inc., a Delaware corporation (the Company), Stephen Bonnema, in his capacity as the Stockholder Representative (the Stockholder Representative).
Common Stock, Par Value $0.0001 Per Share Underwriting Agreement (May 10th, 2016)
The Company hereby confirms its engagement of the Merriman Capital, Inc., and Merriman Capital, Inc. hereby confirms its agreement with the Company, to render services as a "qualified independent underwriter" within the meaning of Rule 5121 of the Financial Industry Regulatory Authority, Inc. ("FINRA") with respect to the offering and sale of the Shares. Merriman Capital, Inc., in its capacity as qualified independent underwriter, is referred to herein as the "Independent Underwriter."
21860 Burbank Boulevard, Suite 300 South Woodland Hills, California 91367 Ladies and Gentlemen: (May 6th, 2016)
As a holder of Company Common Stock (as defined below), the undersigned (the "Stockholders") understand that United Online, Inc., a Delaware corporation (the "Company"), Unify Merger Sub, Inc., a Delaware corporation ("Merger Sub"), and B. Riley Financial, Inc., a Delaware corporation ("BRF"), propose to enter into an Agreement and Plan of Merger, dated as of May 4, 2016 (as it may be from time to time amended, the "Merger Agreement"), providing for, among other things, a merger of Merger Sub with and into the Company, in which each of the issued and outstanding shares of common stock, par value $0.0001 per share, of the Company (the "Company Common Stock") (other than Excluded Shares) will be converted into the right to receive the Per Share Merger Consideration. Terms used without definition in this letter agreement shall have the meanings ascribed thereto in the Merger Agreement.