UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
Synacor, Inc. |
(Name of Issuer) |
Common Stock, $0.01 par value |
(Title of Class of Securities) |
James E. Dawson, Esq., Nutter, McClennen & Fish LLP |
155 Seaport Blvd, Boston, MA 02210 |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
February 23, 2015 |
(Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box ¨.
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject
to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
(1) Names of reporting persons
JEC II Associates, LLC
|
(2) Check the appropriate box if a member of a group (see instructions)
(a) x
(b) |
(3) SEC use only |
(4) Source of funds (see instructions) WC/OO/BK |
(5) Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) |
(6) Citizenship or place of organization
Delaware |
Number of shares beneficially owned by each reporting person with: |
(7) Sole voting power:
0 |
(8) Shared voting power:
1,353,400 |
(9) Sole dispositive power:
0 |
(10) Shared dispositive power:
1,353,400 |
(11) Aggregate amount beneficially owned by each reporting person:
1,353,400 |
(12) Check if the aggregate amount in Row (9) excludes certain
shares (see instructions)
|
(13) Percent of class represented by amount in Row 9:
4.9% |
(14) Type of reporting person (see instructions):
CO |
(1) Names of reporting persons
JEC Capital Partners, LLC
|
(2) Check the appropriate box if a member of a group (see instructions)
(a) x
(b) |
(3) SEC use only |
(4) Source of funds (see instructions) WC/OO/BK |
(5) Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) |
(6) Citizenship or place of organization
Delaware |
Number of shares beneficially owned by each reporting person with: |
(7) Sole voting power:
0 |
(8) Shared voting power:
1,353,400 |
(9) Sole dispositive power:
0 |
(10) Shared dispositive power:
1,353,400 |
(11) Aggregate amount beneficially owned by each reporting person:
1,353,400 |
(12) Check if the aggregate amount in Row (9) excludes certain
shares (see instructions)
|
(13) Percent of class represented by amount in Row 9:
4.9% |
(14) Type of reporting person (see instructions):
CO/HC |
(1) Names of reporting persons
K. Peter Heiland
|
(2) Check the appropriate box if a member of a group (see instructions)
(a) x
(b) |
(3) SEC use only |
(4) Source of funds (see instructions) WC/OO/BK |
(5) Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) |
(6) Citizenship or place of organization
Germany |
Number of shares beneficially owned by each reporting person with: |
(7) Sole voting power:
0 |
(8) Shared voting power:
1,353,400 |
(9) Sole dispositive power:
0 |
(10) Shared dispositive power:
1,353,400 |
(11) Aggregate amount beneficially owned by each reporting person:
1,353,400 |
(12) Check if the aggregate amount in Row (9) excludes certain shares (see instructions) |
(13) Percent of class represented by amount in Row 9:
4.9% |
(14) Type of reporting person (see instructions):
IN/HC |
(1) Names of reporting persons
Ratio Capital Management B.V.
|
(2) Check the appropriate box if a member of a group (see instructions)
(a) x
(b) |
(3) SEC use only |
(4) Source of funds (see instructions) WC/OO |
(5) Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) |
(6) Citizenship or place of organization
Netherlands |
Number of shares beneficially owned by each reporting person with: |
(7) Sole voting power:
1,345,300 |
(8) Shared voting power:
0 |
(9) Sole dispositive power:
1,345,300 |
(10) Shared dispositive power:
0 |
(11) Aggregate amount beneficially owned by each reporting person:
1,345,300 |
(12) Check if the aggregate amount in Row (9) excludes certain
shares (see instructions)
|
(13) Percent of class represented by amount in Row 9:
4.9% |
(14) Type of reporting person (see instructions):
CO |
This Amendment No. 9 amends and supplements,
as set forth below, the information contained in Items 4 and 7 of the Schedule 13D that was originally filed with the Securities
and Exchange Commission (the “SEC”) on June 17, 2014, as amended and supplemented by Amendment No. 1 filed with the
SEC on June 26, 2014, Amendment No. 2 filed with the SEC on June 30, 2014, Amendment No. 3 filed with the SEC on July 8, 2014,
Amendment No. 4 filed with the SEC on July 14, 2014, Amendment No. 5 filed with the SEC on July 17, 2014, Amendment No. 6 filed
with the SEC on August 18, 2014, Amendment No. 7 filed with the SEC on September 11, 2014 and Amendment No. 8 filed with the SEC
on October 10, 2014 (collectively, the “Schedule 13D”). Except as amended by this Amendment No. 9, all information
contained in the Schedule 13D is, after reasonable inquiry and to the best of the Reporting Persons’ knowledge and belief,
true, complete and correct as of the date of this Amendment No. 9. Capitalized terms used herein and not otherwise defined have
the meanings set forth in the Schedule 13D.
Item 4. Purpose of Transaction.
Item 4 is hereby amended and supplemented by the addition of
the following:
On February 23, 2015, the Reporting Persons delivered a letter
to the Issuer notifying the Issuer that they are seeking to nominate Dilip Singh, Jeff Misthal and Scott Williams (the “Nominees”)
as nominees to the Board of Directors of the Issuer at the Issuer’s 2015 Annual Meeting of Stockholders or any other meeting
held in lieu thereof.
The Reporting Persons intend to solicit
proxies for the election of the Nominees, and intend to, prepare, file and mail a proxy statement in connection with such solicitation
with respect to the Issuer's 2015 Annual Meeting of Stockholders or any meeting held in lieu thereof.
Also on February 23, 2015, the Reporting Persons issued a press
release announcing that they had nominated the Nominees. A copy of the press release is filed as Exhibit 8 and is incorporated
herein by reference.
The Reporting Persons also entered into separate nominee agreements
(the "Nominee Agreements") with each of the Nominees, pursuant to which each Nominee has agreed to be nominated by the
Reporting Persons for election to the Issuer’s Board of Directors at the Issuer’s 2015 Annual Meeting of Stockholders
or any other meeting held in lieu thereof and, if elected, to serve as a director of the Issuer. The form of Nominee Agreement
is filed as Exhibit 9 and is incorporated herein by reference.
Item 7. Material to be Filed as Exhibits.
| Exhibit 8 | Press Release dated February 23, 2015. |
| Exhibit 9 | Form of Nominee Agreement |
SIGNATURE
After reasonable inquiry and to the best
of my knowledge and belief, I certify that the information set forth in this statement is true, complete, and correct
Dated: February 23, 2015
|
JEC II Associates, LLC |
|
|
|
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By: |
/s/ K. Peter Heiland* |
|
Name: K. Peter Heiland |
|
Title: Manager |
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JEC Capital Partners LLC |
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By: |
/s/ K. Peter Heiland* |
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Name: K. Peter Heiland |
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Title: Managing Partner |
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/s/ K. Peter Heiland* |
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K. Peter Heiland |
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Ratio Capital Management b.v. |
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By: |
/s/ Bart Kool* |
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Name: Bart Kool |
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Title: Director |
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*By: |
/s/ James E. Dawson |
|
James E. Dawson, as attorney-in-fact |
Exhibit 8
Shareholders of Synacor Nominate
Three Highly Qualified Directors for Election at Synacor’s 2015 Annual Meeting of Stockholders
RANDOLPH, Mass. and AMSTERDAM, February 23, 2015 // - JEC
Capital Partners and Ratio Capital Partners (together, the “Concerned Shareholders”) have nominated three highly
qualified, independent director candidates for election to Synacor’s Board of Directors (the “Board”) at
the 2015 Annual Meeting of Shareholders (the “2015 Annual Meeting”). The Concerned Shareholders are long-term
shareholders and together own approximately 10% of the common stock of Synacor, Inc. (the “Company” or
“Synacor” (NASDAQ: SYNC)).
Citing the continued underperformance by the Company, poor shareholder
returns, poor corporate governance practices, and a desperate need for truly independent fresh perspectives on Synacor’s
classified Board, the Concerned Shareholders believe that Synacor shareholders should be given the opportunity to vote for new
directors whose interests are fully aligned with all shareholders.
Two of the incumbent directors whose terms expire at the 2015
Annual Meeting have served on the Synacor Board for 14 and 13 years, respectively. The Concerned Shareholders believe adding new
talent to the Board is necessary to maximize shareholder value and improve corporate governance. The addition of three experienced
and successful business executives with significant industry knowledge can drive consensus with the remaining Board members and
management to create and implement a winning strategy that will position Synacor to produce positive results and returns to its
shareholders.
The Concerned Shareholders call on the incumbent Board not to
take actions adverse to the interests of Synacor shareholders prior to the 2015 Annual Meeting including:
| • | Delaying the 2015 Annual Meeting beyond Spring 2015, |
| • | Selling all or part of the Company, |
| • | Making material acquisitions, or |
| • | Issuing equity or equity-linked securities. |
The Concerned Shareholders urge each of the incumbent Board
members not to take any actions that are motivated by entrenchment or preservation of the status quo. Rather, let the shareholders
speak through their votes.
Over the past six months, the Concerned Shareholders have clearly
expressed their views to the Board and management of Synacor and have made every effort to engage in constructive discussions that
would lead to meaningful improvement in the Board without the need for a proxy contest. This included encouraging the Board
to run a strategic alternatives process and inviting the Board to call a Special Meeting at our expense so that shareholders could
vote on Board changes. The Board ignored our requests and instead focused on entrenchment tactics like enacting a poison pill.
The Concerned Shareholders later met with senior management of Synacor and suggested cost reductions and other actions to improve
the Company. Through those meetings, the Concerned Shareholders acquired a better understanding of the dysfunction at the Board
level. That dysfunction was demonstrated yet again by the Company’s recent “acqui-hire” of a development team
from a defunct organization only a few months after a 20% reduction in workforce.
The Concerned Shareholders believe there are significant opportunities
for improvement in the Company that will lead to increased shareholder value. The Concerned Shareholders do not believe the current
Board can recover the value destroyed during its tenure. The Concerned Shareholders have nominated Scott Williams, Jeff Misthal,
and Dilip Singh for election to the Board. A summary of each nominee’s business experience and qualifications is set
forth below.
Scott Williams
Mr. Williams is currently Assistant Vice President, Portal and
Advertising, for AT&T. In his current role, he has responsibility for AT&T’s consumer portal, ATT.net, AT&T’s
consumer email service, and TV Everywhere services including uverse.com and content onboarding and federations with content partners.
Additionally, Mr. Williams was responsible for the creation and build-out of AT&T’s Big Data platform, T-Data. Previously,
Mr. Williams was Vice President, New Business Development, Strategy & Mobile for Time Inc. Mr. Williams has also served as
Vice President, Business Development for The Weather Channel Interactive, and Director, Business Operations and Development for
CNN. Mr. Williams holds a Bachelor of Science in Marine Biology from the University of Miami, an MBA and Juris Doctor from the
University of Florida. Mr. Williams’ deep industry experience, particularly with a market and customer perspective for
products similar to those of Syancor, make him very well qualified to serve on the Board.
Jeff Misthal
Most recently Mr. Misthal served as Vice President of Finance
for the Search and Ad Technology teams at Yahoo! Inc. where he was responsible for financial business support for businesses that
generated in excess of $2 billion in revenue and had combined annual operating budgets in excess of $400 million. Additionally,
Mr. Misthal served as Director of Finance for the Global Media team which included the Yahoo Properties as well as in various Corporate
Finance roles supporting Yahoo’s global strategic partnerships. Prior to joining Yahoo, Mr. Misthal was an investment banker
at Savvian and JPMorgan where he focused on technology M&A transactions, capital raising and advisory work. Mr. Misthal received
a BS in economics with a concentration in Finance and Information Systems from the Wharton School at the University of Pennsylvania
and an MBA with a Finance concentration from UCLA Anderson. Mr. Misthal’s extensive industry experience, particularly
with competitive products similar to those of Syancor, make him very well qualified to serve on the Board.
Dilip Singh
Mr. Singh serves as the general partner of
Value Generation Capital Fund LP. Mr. Singh also serves as the chairman and as a director of On Track Innovations Ltd., a
company that designs, develops and markets secure contactless microprocessor-based smart card technology; and a director of
Concurrent Computer Corporation, a provider of software, hardware, and professional services for the multi-screen video and
real-time simulation markets. From April 2012 to April 2013, Mr. Singh served as the interim Chief Executive Officer,
President and as a director of InfuSystem Holdings, Inc., a provider of ambulatory infusion pumps and associated clinical
services. Prior to joining InfuSystem, Mr. Singh served as the Chief Executive Officer of MRV Communications, Inc., a
provider of optical communications network infrastructure equipment and network management products, as well as network
integration and managed services. Mr. Singh served as the Chief Executive Officer of Telia-Sonera Spice Nepal, a large Asian
mobile operator and prior to Telia-Sonera served as the Chief Executive Officer and President of Telenity, Inc., a value
added services delivery platform company. Prior to Telenity Mr. Singh served as President of NewNet which was acquired by ADC
telecommunications Inc, Sprint Corporation, and ITT. Mr. Singh earned a Master’s of Science in Physics from the
University of Jodhpur and a Masters of Technology in Electronics & Communications Electrical Engineering from the Indian
Institute of Technology. Mr. Singh brings a technology background and significant operational experience implementing
corporate turnarounds, including M&A experience and divestiture experience. These experiences allow him to offer unique
insight into a company's operations for the purpose of guiding the company to the right short-term and long-term strategic
decisions designed to maximize shareholder value.
ADDITIONAL INFORMATION
This filing is not a solicitation
of a proxy from any security holder of the Company. The Concerned Shareholders intend to file a preliminary proxy statement
and accompanying proxy card with the Securities and Exchange Commission ("SEC") to be used to solicit votes for the election
of their slate of three highly qualified director nominees at the 2015 annual meeting of shareholders of the Company.
THE CONCERNED SHAREHOLDERS STRONGLY ADVISE ALL SHAREHOLDERS
OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE
PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST.
PARTICIPANTS IN SOLICITATION
The participants in the proxy solicitation in connection with
the 2015 Annual Meeting are JEC Capital Partners, LLC, a Delaware limited liability company (“Capital Partners”), JEC
II Associates, LLC, a Delaware limited liability company (“JEC”), K. Peter Heiland, Stichting Bewaarder Ratio Capital
Partners a tax-transparent mutual fund (fonds voor gemene rekening) under the laws of the Netherlands (“RCP”), Ratio
Capital Management, B.V., a private limited liability company under the laws of the Netherlands (“RCM”) Scott Williams,
Jeff Misthal, and Dilip Singh.
Capital Partners serves as investment adviser to JEC. Mr. Heiland is the managing partner of Capital Partners and a member of JEC.
Each of Capital Partners and Mr. Heiland may be deemed to have shared voting and dispositive power with respect to the 1,353,200
shares of common stock of the Company beneficially owned by JEC, of which 500 shares are owned of record.
RCM serves as the manager of RCP and has sole voting and dispositive
power with respect to the 1,345,300 shares of common stock of the Company owned by RCP, of which 500 shares are owned of record.
None of the Nominees owns, beneficially or of record, any capital
stock of the Company. The only interest of the Nominees in the proxy solicitation is their potential election as director of the
Company.
The views expressed in this press release represent the opinions
of the Concerned Shareholders, and are based on publicly available information with respect to the Company. The Concerned Shareholders
recognize that there may be confidential information in the possession of the Company that could lead it to disagree with the Concerned
Shareholders’ conclusions. The Concerned Shareholders reserve the right to change any of their opinions expressed herein
at any time as they deem appropriate. The Concerned Shareholders disclaim any obligation to update the information or opinions
contained in this press release.
Certain statements made herein have been derived or obtained
from filings made with the SEC or other regulatory authorities and from other third party reports. Neither the Concerned Shareholders
nor any of their affiliates shall be responsible or have any liability for any misinformation contained in any third party SEC
or other regulatory filing or third party report.
The information herein
contains "forward-looking statements." Specific forward-looking statements can be identified by the fact that they do
not relate strictly to historical or current facts and include, without limitation, words such as "may," "will,"
"expects," "believes," "anticipates," "plans," "could," "should" or
the negative of such terms or other variations on such terms or comparable terminology. Similarly, statements that describe our
objectives, plans or goals are forward-looking. Our forward-looking statements are based on our current intent, belief, expectations,
estimates and projections regarding the Company and projections regarding the industry in which it operates. These statements are
not guarantees of future performance and involve risks, uncertainties, assumptions and other factors that are difficult to predict
and that could cause actual results to differ materially. Accordingly, you should not rely upon forward-looking statements as a
prediction of actual results and actual results may vary materially from what is expressed in or indicated by the forward-looking
statements.
Contact:
Matthew Manning
JEC Capital Partners
(646) 373-9682
Exhibit 9
FORM
OF Certification AND AGREEMENT
This CERTIFICATION AND AGREEMENT (this
“Agreement”) is entered into and shall be effective as of February _____, 2015 (the “Effective Date”),
by and among the undersigned nominee (the “Nominee”) and the Concerned Shareholders (as defined below).
Whereas,
the Concerned Shareholders believe that Nominee’s outstanding qualifications will prove a valuable asset to Synacor, Inc.
(“Synacor”) if Nominee is elected to the Board of Directors of Synacor, Inc. (the “Board”);
WHEREAS, Nominee believes that, if elected, he could help the
Board to enhance shareholder value; and
WHEREAS, Nominee is willing to serve on the Board and recognizes
that he may need to put in significant time and effort in order to win election;
Now, therefore,
in consideration of the mutual covenants and agreements hereinafter set forth, the parties
hereto agree as follows:
| 1. | Definitions. As used in this Agreement, the following capitalized terms shall have the meanings
set forth below: |
“Concerned
Shareholders” means JEC Capital Partners, LLC and/or Ratio Capital Management and/or any Affiliate and Representative
of JEC Capital Partners, LLC and/or Ratio Capital Management.
“Nomination”,
“Campaign”, and/or “Solicitation”, whether used collectively or on their
own, means any and all aspects of the Concerned Shareholders nomination of director candidates for election at the upcoming Annual
Meeting of Stockholders of Synacor.
“Representatives”
means any directors, members, managers, officers, employees, agents, or advisors, to the Concerned Shareholders.
“Affiliate” of
a person means any other person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or
is under common control with, such Person. The term "control" (including the terms "controlled by" and "under
common control with") means the possession, directly or indirectly, of the power to direct or cause the direction of the management
and policies of a person, whether through the ownership of voting securities, by contract or otherwise.
| 2. | Agreement to Serve. Nominee agrees to be nominated by the Concerned Shareholders for election
to the Board of Synacor and, if elected, to serve as a director. |
| 3. | Settlement Agreement. In order to protect Nominee from the potential downside that could
arise in the event that Nominee puts in significant time and resources in connection with the election, and the Concerned Shareholders
decide to settle with the current Board prior to the Annual Meeting of Stockholders of Synacor, the Concerned Shareholders agree
that they will not enter into any settlement agreement with Synacor without the written consent of the Nominee. Furthermore and
for the avoidance of any doubt, the Concerned Shareholders and the Nominee agree that neither a Concerned Shareholder nor the Nominee
will agree to serve on the Board as a result of any settlement without the written consent of the Concerned Shareholders and the
Nominee. |
| 4. | Nominee Confidentiality. Nominee will not disclose any information, communication, or data
received from the Concerned Shareholders or their Representatives, regarding the Nomination / Solicitation / Campaign without the
prior written consent of the Concerned Shareholders, unless required by law to do so, and the only after providing reasonable prior
notice of such disclosure and the opportunity to seek a protective order. Information shall not be confidential if it: |
| i. | is or becomes publicly available other than as a result of a disclosure by Nominee; |
| ii. | is already in Nominee’s possession at the time of this Agreement; |
| iii. | is or becomes available to Nominee from a source, other than the Company, that has no contractual
obligation to the Concerned Shareholders to keep that information confidential; or |
| iv. | is independently developed by Nominee or on Nominee's behalf without violating any of Nominee's
obligations hereunder. |
| 5. | Concerned Shareholders Confidentiality. Concerned Shareholders will not disclose any information,
communication, or data received from Nominee regarding the Nomination / Solicitation / Campaign without the prior written consent
of Nominee, unless required by law to do so, and the only after providing reasonable prior notice of such disclosure and the opportunity
to seek a protective order. Information shall not be confidential if it: |
| i. | is or becomes publicly available other than as a result of a disclosure by the Concerned Shareholders; |
| ii. | is already in the Concerned Shareholders' possession at the time of this Agreement; |
| iii. | is or becomes available to the Concerned Shareholders from a source, other than the Company, that
has no contractual obligation to the Nominee to keep that information confidential; or |
| iv. | is independently developed by the Concerned Shareholders or on the Concerned Shareholders' behalf
without violating any of the Concerned Shareholders' obligations hereunder |
| 6. | Indemnification. In connection with the proxy solicitation,
the Concerned Shareholders agree to indemnify and hold Nominee harmless against any and all claims, losses, liabilities, damages,
demands, claims, suits, actions, judgments, or causes of action, assessments, costs and expenses, including, without limitation,
interest, penalties, reasonable attorneys’ fees (“Losses”), and any and all reasonable costs and expenses
incurred in investigating, preparing or defending against any litigation, commenced or threatened, any civil, criminal, administrative
or arbitration action, or any claim whatsoever, and any and all amounts paid or payable in settlement of any claim or litigation
asserted against, resulting, imposed upon, or incurred or suffered by Nominee, directly or indirectly, as result of actions taken
by the Concerned Shareholders in connection with the Solicitation; provided, however, that Nominee will not be entitled to indemnification
for claims arising from Nominee’s own actions, including negligence, misconduct, intentional and material violations of law,
criminal actions, failure to comply with the lawful advice, procedures and rules provided to Nominee by the Concerned Shareholders
and/or its legal counsel, or material breach of the terms of this Agreement. For the avoidance of any doubt, upon Nominee becoming
a director of the Company, this indemnification shall not apply to any claims made against Nominee or other Losses incurred in
Nominee’s capacity as a director of Synacor. In the event a claim arises for which Nominee has been indemnified, Nominee
shall be defended by lawyers selected by the Concerned Shareholders at the expense of the Concerned Shareholders and
the approval of Nominee, which approval shall not be unreasonably withheld. Nominee may, through written notice, inform the Concerned
Shareholders of his desire to select his own legal counsel. In this case, the Concerned Shareholders shall not be liable to Nominee
under this Agreement or otherwise for any expenses and subsequently incurred by Nominee in connection with his own defense of such
claim. Nominee shall, at all times, have the right to participate in the defense of any claim, Losses or litigation. |
| 7. | Governing Law. This Agreement shall be governed by the laws of the State of Massachusetts
and any suit brought by either party against the other party for claims arising out of this Agreement shall be brought in the federal
and/or state courts sitting in Massachusetts, and the undersigned irrevocably agrees to and accepts such jurisdiction. |
| 8. | Termination. This Agreement and the obligations hereunder shall terminate on the earlier
of (i) one (1) year after the date of this Agreement and (ii) Nominee’s election to the Board as a result of the Solicitation. |
| 9. | Entire Agreement. This Agreement constitutes the entire agreement between the parties with
respect to the foregoing. Any amendments to this Agreement must be in writing and executed by each party. |
[Signature Page Follows]
IN WITNESS WHEREOF, the Nominee and
the Concerned Shareholders have executed this Agreement on the date set forth above.
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Concerned Shareholders: |
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JEC Capital Partners, LLC |
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By: Michael Torok |
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Ratio Capital Management |
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By: Bart Kool |
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Nominee: |
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[Name] |
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Address: |
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