J2 GLOBAL, INC. (Form: 8-K, Received: 06/10/2014 16:29:57)

j2 Global, Inc.

(Registrant)

Date: June 10, 2014

/s/ Jeffrey D. Adelman

Jeffrey D. Adelman

Vice President, General Counsel and Secretary

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) June 10, 2014

j2 Global, Inc.

(Exact name of registrant as specified in its charter)

Delaware

0-25965

47-1053457

(State or other jurisdiction

of incorporation or organization)

(Commission

File Number)

(IRS Employer

Identification No.)

6922 Hollywood Blvd.

Suite 500

Los Angeles, California 90028

(Address of principal executive offices)

(323) 860-9200

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

EXPLANATORY NOTE

As discussed below, effective June 10, 2014, j2 Global, Inc., a Delaware corporation (formerly named j2 Global Holdings, Inc., the “Holding Company”), became the successor issuer to j2 Cloud Services, Inc., a Delaware corporation (formerly named j2 Global, Inc., a Delaware corporation, the “Predecessor”).

ITEM 1.01.

ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

Holding Company Reorganization

On June 10, 2014, the Predecessor completed a corporate reorganization (the “Holding Company Reorganization”) pursuant to which the Predecessor became a direct, wholly owned subsidiary of a new public holding company, the Holding Company. The Holding Company Reorganization was effected by a merger conducted pursuant to Section 251(g) of the Delaware General Corporation Law (the “DGCL”), which provides for the formation of a holding company without a vote of the stockholders of the constituent corporations.

In accordance with Section 251(g) of the DGCL, j2 Merger Sub, Inc. (“Merger Sub”), a Delaware corporation and an indirect, wholly owned subsidiary of the Predecessor, merged with and into the Predecessor, with the Predecessor surviving the merger as a direct, wholly owned subsidiary of the Holding Company (the “Merger”). The Merger was completed pursuant to the terms of an Agreement and Plan of Merger among the Predecessor, the Holding Company and Merger Sub, dated June 10, 2014 (the “Merger Agreement”).

At the effective time of the Merger and in connection with the Holding Company Reorganization, all outstanding shares of common stock and preferred stock of the Predecessor were automatically converted into identical shares of common stock or preferred stock, as applicable, of the Holding Company on a one-for-one basis, and the Predecessor’s existing stockholders and other equity holders became stockholders and equity holders, as applicable, of the Holding Company in the same amounts and percentages as they were in the Predecessor prior to the Holding Company Reorganization.

In connection with the Holding Company Reorganization, the Predecessor changed its name from “j2 Global, Inc.” to “j2 Cloud Services, Inc.” and the Holding Company changed its name from “j2 Global Holdings, Inc.” to “j2 Global, Inc.”

The executive officers and board of directors of the Holding Company are the same as those of the Predecessor in effect immediately prior to the Holding Company Reorganization.

Upon consummation of the Merger, the Holding Company’s common stock was deemed to be registered under Section 12(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 12g-3(a) promulgated thereunder. For purposes of Rule 12g-3(a), the Holding Company is the successor issuer to the Predecessor.

The Merger constituted a change in control for purposes of the Indenture between the Predecessor and the U.S. Bank National Association, dated July 26, 2012, relating to the Predecessor’s 8.000% Senior Notes due 2020 (the “j2 Cloud Indenture”). Accordingly, in accordance with the terms of the j2 Cloud Indenture, within thirty days of the Merger the Predecessor will be required to make an offer to purchase all outstanding Predecessor Notes at a purchase price equal to 101% of the principal amount of such notes.

The foregoing description of the Merger Agreement set forth in this Item 1.01 is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is attached as Exhibit 2.1 hereto and incorporated by reference herein.

ITEM 2.03.

CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT

The Holding Company has entered into a first supplemental indenture (the “Supplemental Indenture”), dated June 10, 2014, with the Predecessor and U.S. Bank National Association, as Trustee. By the terms of the First Supplemental Indenture, the Holding Company provided a guarantee of the Predecessor’s 8.000% Senior Notes due 2020.

The foregoing description of the Supplemental Indenture set forth in this Item 2.03 is qualified in its entirety by reference to the full text of the Supplemental Indenture, a copy of which is attached as Exhibit 4.2 hereto and incorporated by reference herein.

ITEM 2.04.

TRIGGERING EVENTS THAT ACCELERATE OR INCREASE A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT

The information set forth in Item 1.01 is incorporated herein by reference.

ITEM 5.02.

DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

The Holding Company has adopted all of the active stockholder-approved stock plans of the Predecessor, including those in which its named executive officers may participate (the “Plans”) and any employment agreements previously entered into by the Predecessor. Outstanding equity-based awards under the Plans were converted to equity-based awards with respect to common stock of the Holding Company. The related assignment agreement is attached hereto as Exhibit 10.1 and incorporated by reference into this Item 5.02.

ITEM 5.03.

AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR

Prior to the date hereof, the Holding Company adopted a certificate of incorporation (the “Certificate”) and bylaws (the “Bylaws”) that are identical to the certificate of incorporation and bylaws of the Predecessor immediately prior to the Holding Company Reorganization, except for certain amendments that are permissible under Section 251(g)(4) of the DGCL. Subsequent to the Holding Company Reorganization and as contemplated in the Merger Agreement, the Holding Company filed an amendment to its Certificate to change its name to “j2 Global, Inc.” The Holding Company has the same authorized capital stock and the designations, rights, powers and preferences of such capital stock, and the qualifications, limitations and restrictions thereof are the same as that of the Predecessor’s capital stock immediately prior to the Holding Company Reorganization.

The Certificate and the Bylaws of the Holding Company are attached hereto as Exhibits 3.1 and 4.1, respectively, and are incorporated by reference into this Item 5.03.

ITEM 8.01.

OTHER EVENTS

The common stock of the Holding Company will commence trading on the NASDAQ Global Select Market on June 11, 2014 under the symbol “JCOM” under which the common stock of the Predecessor was previously listed and traded. As a result of the Holding Company Reorganization, the common stock of the Predecessor will no longer be publicly traded.

ITEM 9.01.

FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits


Exhibit Number		Description

2.1		Agreement and Plan of Merger, dated June 10, 2014, by and among j2 Global, Inc., j2 Global Holdings, Inc. and j2 Cloud Services, Inc.

3.1		Amended and Restated Certificate of Incorporation of j2 Global, Inc.

3.2		Certificate of Amendment to the Amended and Restated Certificate of Incorporation of j2 Global Holdings, Inc.

4.1		Bylaws of j2 Global, Inc.

4.2		First Supplemental Indenture, dated as of June 10, 2014, among j2 Cloud Services, Inc., j2 Global, Inc. and U.S. Bank National Association as Trustee.

10.1		Assumption Agreement, dated June 10, 2014, between j2 Global, Inc. and j2 Cloud Services, Inc.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

INDEX TO EXHIBITS


Exhibit Number		Description

2.1		Agreement and Plan of Merger, dated June 10, 2014, by and among j2 Global, Inc., j2 Global Holdings, Inc. and j2 Cloud Services, Inc.

3.1		Amended and Restated Certificate of Incorporation of j2 Global, Inc.

3.2		Certificate of Amendment to the Amended and Restated Certificate of Incorporation of j2 Global Holdings, Inc.

4.1		Bylaws of j2 Global, Inc.

4.2		First Supplemental Indenture, dated as of June 10, 2014, among j2 Cloud Services, Inc., j2 Global, Inc. and U.S. Bank National Association as Trustee.

10.1		Assumption Agreement, dated June 10, 2014, between j2 Global, Inc. and j2 Cloud Services, Inc.

Exhibit 2.1

EXECUTION VERSION

AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER (this “ Agreement ”), dated as of June 10, 2014, is by and among j2 Global, Inc., a Delaware corporation (“ j2 Global ”), j2 Global Holdings, Inc., a Delaware corporation and a wholly-owned subsidiary of j2 Global (“ HoldCo ”), and j2 Cloud Services, Inc., a Delaware corporation and a wholly-owned subsidiary of HoldCo (“ Merger Sub ”).

RECITALS

WHEREAS, the purpose of this Agreement, and the transactions contemplated by this Agreement, is to create a new holding company structure and HoldCo and Merger Sub have been formed for the purpose of effecting this new holding company structure;

WHEREAS, the respective Boards of Directors of j2 Global, HoldCo and Merger Sub have each approved and adopted this Agreement and the transactions contemplated by this Agreement, in each case after making a determination that this Agreement and such transactions are advisable and in the best interests of such company and its stockholders;

WHEREAS, at the Effective Time (as defined below), pursuant to the transactions contemplated by this Agreement and on the terms and subject to the conditions set forth herein, Merger Sub will merge with and into j2 Global in accordance with the Delaware General Corporation Law, as amended (the “ DGCL ”), whereupon the separate existence of Merger Sub shall cease and j2 Global shall be the surviving entity; and

WHEREAS, for U.S. federal income tax purposes, it is the intention of the parties hereto that the Merger shall qualify as a tax-free reorganization within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended (the “ Code ”), and the rules and regulations promulgated thereunder.

NOW, THEREFORE, in consideration of the premises and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE 1

MERGER

Section 1.1 Merger. Subject to the terms and conditions of this Agreement and in accordance with Section 251(g) of the DGCL, Merger Sub shall be merged with and into j2 Global at the Effective Time. Following the Effective Time, the separate corporate existence of Merger Sub shall cease, and j2 Global shall continue as the surviving entity (the “ Surviving Entity ”), becoming a direct wholly-owned subsidiary of HoldCo.

Section 1.2 Effective Time.

(a) Subject to the provisions of this Agreement, as soon as practicable following the satisfaction or waiver of the conditions set forth in Section 4.1, j2 Global shall duly execute and

file a Certificate of Merger (the “ Certificate of Merger ”) substantially in the form set forth as Exhibit A hereto with the Secretary of State of the State of Delaware (the “Delaware Secretary”) as required by the DGCL. The Merger shall become effective as provided in the Certificate of Merger (the “ Effective Time ”).

(b) The Merger shall have the effects set forth in this Agreement and in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, (i) right and title to all assets (including real estate and other property) owned by, and every contract right possessed by, j2 Global and Merger Sub shall vest in the Surviving Entity, and (ii) all liabilities and obligations of j2 Global and Merger Sub shall become the liabilities and obligations of the Surviving Entity. The vesting of such rights, title, liabilities and obligations in the Surviving Entity shall not be deemed to constitute an assignment or an undertaking or attempt to assign such rights, title, liabilities and obligations. Immediately following the Effective Time, j2 Global agrees to file a certificate of amendment to the A&R Certificate (as defined below) to change the name of j2 Global to “j2 Cloud Services, Inc.,” and immediately thereafter, HoldCo agrees to file a certificate of amendment to the HoldCo A&R Certificate of Incorporation (as defined below) to change the name of HoldCo to “j2 Global, Inc.”

Section 1.3 Organizational Documents.

(a) HoldCo. In accordance with Section 251(g) of the DGCL, HoldCo agrees to file (and j2 Global as the sole stockholder of HoldCo agrees to approve the filing of) an amended and restated certificate of incorporation of HoldCo (substantially in the form set forth as Exhibit B hereto, the “ HoldCo A&R Certificate of Incorporation ”) with the Delaware Secretary prior to the Effective Time to be effective prior to and as of the Effective Time (without, for the avoidance of doubt, giving effect to any of the amendments contemplated by Section 1.3(b) of this Agreement) containing provisions identical to those in the Amended and Restated Certificate of Incorporation of j2 Global (the “ A&R Certificate ”) immediately prior to the Effective Time, except as otherwise permitted by Section 251(g) of the DGCL. HoldCo acknowledges that it has adopted bylaws substantially in the form set forth as Exhibit C hereto to be effective prior to and as of the Effective Time (the “ HoldCo Bylaws ”) containing provisions identical to those in the bylaws of j2 Global (the “ j2 Global Bylaws ”) in effect immediately prior to the Effective Time.

(b) Surviving Entity.

(i) At the Effective Time, the certificate of incorporation of j2 Global in effect immediately prior to the Effective Time shall be and remain the certificate of incorporation of the Surviving Entity, until otherwise thereafter amended as provided therein or by the DGCL.

(ii) In accordance with Section 251(g) of the DGCL, at the Effective Time, the j2 Global Bylaws shall be amended and restated in the form attached hereto as Exhibit D (the “ A&R Bylaws ”) and, as so effectuated, shall continue in full force and effect as the bylaws of the Surviving Entity until otherwise thereafter amended as provided therein or by the DGCL.

Section 1.4 Directors and Officers of the Surviving Entity. From and after the Effective Time, the members of the board of directors of the Surviving Entity shall be the

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members of the board of directors of Merger Sub immediately prior to the Effective Time, and the officers of the Surviving Entity shall be the officers of Merger Sub immediately prior to the Effective Time, each to hold office as provided in the A&R Certificate and A&R Bylaws, until their respective successors are duly elected or appointed and qualified or until their earlier death, resignation or removal.

Section 1.5 Directors and Officers of HoldCo. From and after the Effective Time, the directors of HoldCo shall be the directors of j2 Global immediately prior to the Effective Time, and the officers of HoldCo shall be certain officers of j2 Global designated by the HoldCo Board, each to hold office as provided in the HoldCo A&R Certificate of Incorporation and HoldCo Bylaws, until their respective successors are duly elected or appointed and qualified or until their earlier death, resignation or removal.

Section 1.6 Conversion or Subsequent Merger. Following the Effective Time, upon receipt of the stockholder approval required under the DGCL, if so required, j2 Global shall convert to a Delaware limited liability company or merge with and into a Delaware limited liability company subsidiary. For U.S. federal income tax purposes, it is the intention of the parties hereto that such conversion or merger, as the case may be, shall be part of the same tax-free reorganization as the Merger.

ARTICLE 2

CONVERSION OF SECURITIES; STOCK CERTIFICATES

Section 2.1 Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of j2 Global, HoldCo, Merger Sub or any holder of any securities of the foregoing entities:

(a) Each share (or fraction of share, as applicable) of common stock, par value $0.01 per share, of j2 Global (the “ j2 Global Common Stock ”), outstanding or held in treasury immediately prior to the Effective Time, shall be converted into one (or equal fraction of one, as applicable) fully paid and nonassessable share of common stock, par value $0.01 per share, of HoldCo (the “ HoldCo Common Stock ”) having the same designations, rights, powers and preferences, and the qualifications, limitations and restrictions thereof, as the corresponding share (or fraction of a share) of j2 Global Common Stock being converted in the Merger. Subject to Section 2.3 below, each right to acquire j2 Global Common Stock outstanding immediately prior to the Effective Time shall be converted into a right to acquire HoldCo Common Stock on the same terms and conditions as the right to acquire j2 Global Common Stock being converted in the Merger;

(b) Each share (or fraction of share, as applicable) of preferred stock, par value $0.01 per share, of j2 Global (the “ j2 Global Preferred Stock ” and together with the j2 Global Common Stock, the “ j2 Global Stock ”), outstanding or held in treasury immediately prior to the Effective Time, shall be converted into one (or equal fraction of one, as applicable) fully paid and nonassessable share of preferred stock, par value $0.01 per share, of HoldCo (the “ HoldCo Preferred Stock ” and together with the HoldCo Common Stock, the “ HoldCo Stock ”) having the same designations, rights, powers and preferences, and the qualifications, limitations and

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restrictions thereof, as the corresponding share (or fraction of a share) of j2 Global Preferred Stock being converted in the Merger. Subject to Section 2.3 below, each right to acquire j2 Global Preferred Stock outstanding immediately prior to the Effective Time shall be converted into a right to acquire HoldCo Preferred Stock on the same terms and conditions as the right to acquire j2 Global Preferred Stock being converted in the Merger;

(c) Each share of HoldCo Common Stock issued and outstanding immediately prior to the Effective Time shall be canceled and retired and shall cease to exist, and no cash or other consideration shall be delivered or deliverable in exchange therefor; and

(d) Each share of Merger Sub common stock, par value $0.01 per share, held by HoldCo immediately prior to the Effective Time shall automatically convert into 1 share of common stock, par value $0.01 per share, of the Surviving Entity.

Section 2.2 Stock Certificates. Subject to Section 2.1, from and after the Effective Time, all of the outstanding certificates and book-entries which immediately prior to the Effective Time represented shares of j2 Global Stock shall be deemed for all purposes to evidence ownership of, and to represent, shares of HoldCo Stock into which the shares of j2 Global Stock formerly represented by such certificates and book-entries have been converted as provided in this Agreement with identical designations, rights, powers and preferences, and qualifications, limitations and restrictions. The registered owner on the books and records of HoldCo or its transfer agent of any outstanding stock certificate shall, until such certificate shall have been surrendered for transfer or otherwise accounted for to HoldCo or its transfer agent, be entitled to exercise any voting and other rights with respect to the applicable shares of HoldCo Stock into which the shares of j2 Global Stock have been converted as provided in this Agreement.

Section 2.3 Equity Awards. Each option to purchase or right to acquire or vest in j2 Global Stock, including, but not limited to stock options, restricted stock, restricted stock units, purchase rights under the ESPP, as defined below, and any other equity awards (each a “ j2 Global Equity Award ”), whether vested or unvested, either issued under the j2 Global Equity Compensation Plans, as defined below, or granted outside of the j2 Global Equity Compensation Plans, that is outstanding immediately prior to the Effective Time shall, as of the Effective Time, be assumed by HoldCo in such a manner that it is converted into an option to purchase or right to acquire or vest in, on otherwise the same terms and conditions as were applicable to the respective j2 Global Equity Award immediately prior to the Effective Time, including, without limitation, all vesting conditions, that number of shares of HoldCo Stock equal to the number of shares of j2 Global Stock subject to such j2 Global Equity Award at, for stock options, an exercise price per share equal to the exercise price per share for such j2 Global Stock immediately prior to the Effective Time. For purposes of this Agreement, “ j2 Global Equity Compensation Plans ” shall mean, collectively, the j2 Global, Inc. Second Amended and Restated 1997 Stock Option Plan, as amended, the j2 Global, Inc. 2007 Stock Plan and the Amended and Restated j2 Global, Inc. 2001 Employee Stock Purchase Plan (the “ ESPP ”).

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ARTICLE 3

ACTIONS TO BE TAKEN IN CONNECTION WITH THE MERGER

Section 3.1 Assumption of Equity Compensation Plans and Awards and Employment Agreement. HoldCo and j2 Global hereby agree that they will, at the Effective Time, execute, acknowledge and deliver an assignment and assumption agreement (the “ Assignment Agreement ”) pursuant to which HoldCo will, from and after the Effective Time, assume and agree to perform (subject to and as modified by Section 2.3 above) all obligations of j2 Global pursuant to (i) the j2 Global Equity Compensation Plans and j2 Global Equity Awards and (ii) the employment agreement identified on Exhibit F hereto (the “ Employment Agreement ”). At the Effective Time, the j2 Global Equity Awards, j2 Global Equity Compensation Plans and Employment Agreement, and all documents establishing terms, conditions, rights and obligations related to the foregoing, shall each be deemed, automatically and without further action on the part of j2 Global, HoldCo, the holder of any j2 Global Equity Award or the counterparty to the Employment Agreement, to be amended as necessary to provide that references to j2 Global in such agreements, plans and documents shall be read to refer to HoldCo.

Section 3.2 Post-Effective Amendments. It is the intent of the parties that HoldCo, as of the Effective Time, be deemed a “ successor issuer ” for purposes of continuing offerings of j2 Global under the Securities Act of 1933, as amended (the “ Securities Act ”). As soon as practicable following the Merger, HoldCo will file post-effective amendments to j2 Global’s currently effective registration statements, adopting such statements as its own registration statements for all purposes of the Securities Act and the Securities Exchange Act of 1934, as amended, and setting forth any additional information necessary to reflect any material changes made in connection with, or resulting from, the succession or necessary to keep the registration statements from being misleading.

Section 3.3 Reservation of Shares . On or prior to the Effective Time, HoldCo will reserve sufficient shares of HoldCo Stock to provide for the issuance of HoldCo Stock to satisfy HoldCo’s obligations under this Agreement.

Section 3.4 Tax Characterization . Each party hereto shall use its reasonable best efforts to cause the Merger to constitute a tax-free reorganization within the meaning of Section 368 of the Code, and shall not take any actions reasonably likely to cause the Merger not to so qualify, or cause any such actions to be taken.

ARTICLE 4

CONDITIONS TO MERGER

Section 4.1 Conditions Precedent . The respective obligation of each party to effect the Merger is subject to the satisfaction or waiver of the condition that no order, statute, rule, regulation, executive order, injunction, stay, decree, judgment or restraining order that is in effect shall have been enacted, entered, promulgated or enforced by any court or governmental or regulatory authority or instrumentality which prohibits or makes illegal the consummation of the Merger or the transactions contemplated hereby.

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ARTICLE 5

TERMINATION AND AMENDMENT

Section 5.1 Termination. This Agreement may be terminated or the completion of the transactions contemplated herein, including without limitation the Merger, may be deferred at any time prior to the Effective Time by action of the Board of Directors of j2 Global, HoldCo or Merger Sub. In the event of such termination, this Agreement shall become null and void and have no effect, without any liability or obligation on the part of j2 Global, HoldCo or Merger Sub by reason of this Agreement.

Section 5.2 Amendment. This Agreement may be amended, modified or supplemented at any time by an instrument in writing signed on behalf of each of the parties.

ARTICLE 6

GENERAL PROVISIONS

Section 6.1 Governing Law. This Agreement shall be governed by and construed and enforced under the laws of the State of Delaware.

Section 6.2 Entire Agreement. This Agreement, including the documents and instruments referred to herein, constitutes the entire agreement and supersedes all other prior agreements and undertakings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof.

Section 6.3 Further Assurances. From time to time, and when required by HoldCo, j2 Global and/or Merger Sub shall execute and deliver, or cause to be executed and delivered, such deeds and other instruments, and j2 Global and/or Merger Sub shall take or cause to be taken such further and other action, as shall be appropriate or necessary in order to vest or perfect in or to conform of record or otherwise in the Surviving Entity or HoldCo, as applicable the title to and possession of all the property, interests, assets, rights, privileges, immunities, powers, franchises and authority of HoldCo, j2 Global and/or Merger Sub and otherwise to carry out the purposes of this Agreement, and the officers and directors of j2 Global, HoldCo and Merger Sub are authorized fully in the name and on behalf of j2 Global, HoldCo and Merger Sub, as applicable, or otherwise to take any and all such action and to execute and deliver any and all such deeds and other instruments.

Section 6.4 Counterparts. This Agreement may be executed in one or more counterparts, and by the different parties in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or other electronic means (including portable document format) shall be as effective as delivery of a manually executed counterpart of this Agreement.

Section 6.5 Severability. The provisions of this Agreement are severable, and in the event any provision hereof is determined to be invalid or unenforceable, such invalidity or unenforceability shall not in any way affect the validity or enforceability of the remaining provisions hereof.

[Signature page follows]

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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first written above.


j2 GLOBAL, INC., a Delaware corporation

By:	/s/ Jeffrey D. Adelman
	Name:	Jeffrey D. Adelman
	Title:	Vice President, General Counsel and Secretary

j2 GLOBAL HOLDINGS, INC., a Delaware corporation

By:	/s/ Jeffrey D. Adelman
	Name:	Jeffrey D. Adelman
	Title:	President

j2 MERGER SUB, INC., a Delaware corporation

By:	/s/ Jeffrey D. Adelman
	Name:	Jeffrey D. Adelman
	Title:	President

[Signature Page to Agreement and Plan of Merger]

Exhibit 3.1

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

j2 GLOBAL HOLDINGS, INC.

j2 GLOBAL HOLDINGS, INC., a corporation organized and existing under the laws of the state of Delaware (the “Corporation”) hereby certifies that:

1. The name of the Corporation is j2 Global Holdings, Inc.

2. The date of filing of the Corporation’s original Certificate of Incorporation was May 29, 2014.

3. The Amended and Restated Certificate of Incorporation of the Corporation as provided in Exhibit I hereto was duly adopted in accordance with the provisions of Sections 242 and 245 of the General Corporation Law of the State of Delaware by the Board of Directors of the Corporation.

4. Pursuant to Sections 242 and 245 of the Delaware General Corporation Law, approval of the stockholder of the Corporation has been obtained.

5. The Amended and Restated Certificate of Incorporation so adopted reads in full as set forth in Exhibit I attached hereto and is hereby incorporated by reference.

IN WITNESS WHEREOF , the undersigned has signed this certificate this 10 ^th day of June, 2014, and hereby affirms and acknowledges under penalty of perjury that the filing of this Amended and Restated Certificate of Incorporation is the act and deed of j2 Global Holdings, Inc.


j2 Global Holdings, Inc.
By		/s/ Jeffrey D. Adelman
		Jeffrey D. Adelman
		Vice President, General Counsel and Secretary

EXHIBIT I

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

j2 GLOBAL HOLDINGS, INC.

FIRST. The name of the Corporation is j2 Global Holdings, Inc.

SECOND. The address of the Corporation’s registered office in the State of Delaware is 2711 Centerville Road, Suite 400, City of Wilmington, County of New Castle, Delaware 19808. The name of its registered agent at such address is Corporation Service Company.

THIRD. The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

FOURTH. (a) The total number of shares of all classes of stock which the Corporation shall have authority to issue is 96,000,000, of which 95,000,000 shares of the par value of $0.01 per share shall be designated as Common Stock and 1,000,000 shares of the par value of $0.01 per share shall be designated as Preferred Stock. Shares of Preferred Stock may be issued in one or more series from time to time by the board of directors, and the board of directors is expressly authorized to fix by resolution or resolutions the designations and the powers, preferences and rights, and the qualifications, limitations and restrictions thereof, of the shares of each series of Preferred Stock, including without limitation the following:

(i) the distinctive serial designation of such series which shall distinguish it from other series;

(ii) the number of shares included in such series;

(iii) the dividend rate (or method of determining such rate) payable to the holders of the shares of such series, any conditions upon which such dividends shall be paid and the date or dates upon which such dividends shall be payable;

(iv) whether dividends on the shares of such series shall be cumulative and, in the case of shares of any series having cumulative dividend rights, the date or dates or method of determining the date or dates from which dividends on the shares of such series shall be cumulative;

(v) the amount or amounts which shall be payable out of the assets of the Corporation to the holders of the shares of such series upon voluntary or involuntary liquidation, dissolution or winding up the Corporation, and the relative rights of priority, if any, of payment of the shares of such series;

(vi) the price or prices at which, the period or periods within which and the terms and conditions upon which the shares of such series may be redeemed, in whole or in part, at the option of the Corporation or at the option of the holder or holders thereof or upon the happening of a specified event or events;

(vii) the obligation, if any, of the Corporation to purchase or redeem shares of such series pursuant to a sinking fund or otherwise and the price or prices at which, the period or periods within which and the terms and conditions upon which the shares of such series shall be redeemed or purchased, in whole or in part, pursuant to such obligation;

(viii) whether or not the shares of such series shall be convertible or exchangeable, at any time or times at the option of the holder or holders thereof or at the option of the Corporation or upon the happening of a specified event or events, into shares of any other class or classes or any other series of the same or any other class or classes of stock of the Corporation, and the price or prices or rate or rates of exchange or conversion and any adjustments applicable thereto; and

(ix) whether or not the holders of the shares of such series shall have voting rights, in addition to the voting rights provided by law, and if so the terms of such voting rights.

Subject to the rights of the holders of any series of Preferred Stock, the number of authorized shares of any class or series of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the stock of the Corporation entitled to vote thereon, irrespective of the provisions of Section 242(b)(2) of the General Corporation Law of Delaware or any corresponding provision hereafter enacted.

(b) The Board of Directors has provided for the issuance of Preferred Stock of the Corporation with the designations and the powers, preferences and rights, and the qualifications, limitations and restrictions set forth in Exhibit A and Exhibit B hereto.

FIFTH. The board of directors of the Corporation is expressly authorized to adopt, amend or repeal by-laws of the Corporation.

SIXTH. Elections of directors need not be by written ballot except and to the extent provided in the by-laws of the Corporation.

SEVENTH. A director of the Corporation shall not be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent that such exemption from liability or limitation thereof is not permitted under the Delaware General Corporation Law as currently in effect or as the same may hereafter be amended. No amendment, modification or repeal of this Article SEVENTH shall adversely affect any right or protection of a director that exists at the time of such amendment, modification or repeal.

EXHIBIT A

RIGHTS, PREFERENCES, PRIVILEGES AND RESTRICTIONS

SERIES A PREFERRED STOCK

j2 GLOBAL HOLDINGS, INC.

RESOLVED, that the Board of Directors of j2 Global Holdings, Inc., a Delaware corporation (the “ Corporation ”), does hereby designate 6,000 shares of preferred stock, par value $0.01 per share, of the Corporation as Series A Preferred Stock, with the powers, preferences and rights, and the qualifications, limitations and restrictions set forth on Annex A as follows:

1. Designation . The distinctive serial designation of the series is “Series A Preferred Stock” (“ Series A ”). Each share of Series A shall be identical in all respects to every other share of Series A.

2. Number of Shares . The number of shares of Series A shall be 6,000. Such number may from time to time be increased (but not in excess of the total number of authorized shares of Preferred Stock) or decreased (but not below the number of shares of Series A then outstanding) by the Board of Directors of the Corporation.

3. Definitions . As used herein with respect to Series A:

(a) “ Affiliate ” of any Person means those other Persons that, directly or indirectly, control, are controlled by or are under common control with such Person; for purposes of this definition, “ control ” (including, with correlative meanings, the terms “ controlled by ” or “ under common control with ”), as applied to any Person, means the possession, directly or indirectly, of (i) ownership or control of, or power to vote, 25% or more of the outstanding shares of any class of voting securities of such Person or (ii) control, in any manner, over the election of a majority of the directors, trustees or general partners (or individuals exercising similar functions) of such Person.

(b) “ Applicable Redemption Price ” means: (i) in the event the redemption occurs in connection with a Liquidity Event, a price per share of Series A equal to a portion of the enterprise value for Ziff Davis, LLC (or its successor) implied by such transaction that would be attributable to the pro rata portion of the Minority Portion represented by such share of Series A and assuming that the then Outstanding Notional Senior Preferred Amount represented obligations of Ziff Davis, LLC (or its successor) senior to the Series A and that all then outstanding shares of Series A and the then Outstanding Notional Preferred Amount represented parity obligations of Ziff Davis, LLC (or its successor), but in no event in an amount that would exceed the Redemption Cap Amount; and (ii) in the event of a redemption by the Corporation pursuant to Section 6(b) not in connection with a Liquidity Event, the Redemption Cap Amount as of the redemption date. All determinations with respect to the Applicable Redemption Price,

including, without limitation, whether a redemption is in connection with a Liquidity Event, the value of Ziff Davis, LLC implied by any Liquidity Event, the portion thereof that would be attributable to the Series A, and the appropriate adjustment to be made to any enterprise value implied by a transaction, spin-off or initial public offering to account for the Series A Preferred Stock, the Outstanding Notional Senior Preferred Amount and the Outstanding Notional Preferred Amount, shall be determined by the Board of Directors of the Corporation in its sole good faith judgment.

(c) “ Business Day ” means any day other than a Saturday, a Sunday, federal holiday or a day on which banks in the State of California or New York are authorized or obligated by law to close.

(d) “ Common Stock ” means the common stock, par value $0.01 per share, of the Corporation.

(e) “ j2 Available Assets ,” as of any particular time, means the amount, expressed in U.S. dollars, equal to the assets of the j2 Group legally available for distribution to the holders of the Corporation’s capital stock as of such time, as determined by the Board of Directors of the Corporation in its sole good faith judgment.

(f) “ j2 Group ” means the Corporation and its subsidiaries (together with any of their predecessors or successors) other than the ZD Group.

(g) “ Junior Stock ” means the Series B Preferred Stock and the Common Stock and any other class or series of capital stock or any securities convertible into shares of any class or series of capital stock of the Corporation hereafter authorized over which Series A has preference or priority in the distribution of assets on any liquidation, dissolution or winding up of the Corporation (but only in an amount up to the ZD Available Assets as of the relevant time).

(h) “ Liquidity Event ” means (i) a sale of at least a majority of the equity interests in Ziff Davis, LLC (or its successor), whether by merger of Ziff Davis, LLC, sale of such equity interests or similar transaction, to a Person other than the Corporation or one of its Affiliates, (ii) a sale of all or substantially all of the assets of the ZD Group to a Person other than the Corporation or one of its Affiliates, (iii) any distribution of at least a majority of the equity interests in Ziff Davis, LLC or its successor to the holders of Common Stock or any similar transaction or (iv) the consummation of an initial public offering of equity interests of Ziff Davis, LLC (or its successor) representing at least 20% of its common equity interests after giving effect to such offering; provided that, for the avoidance of doubt, a Liquidity Event shall not be deemed to have occurred by virtue of any such transaction occurring with respect to the j2 Group or any member thereof.

(i) “ Maximum Distribution ,” as of any particular time, means the lesser of (i) the j2 Available Assets at such time and (ii) the Minority Portion of the ZD Available Assets at such time.

(j) “ Merger ” means the merger of Ziff Davis, Inc. with and into Ziff Davis, LLC, with Ziff Davis, LLC surviving the merger.

(k) “ Minority Portion ,” as of any particular time, means 2.4449%, representing a notional percentage membership interest in Ziff Davis, LLC, as such percentage may be adjusted from time to time by the Board of Directors of the Corporation, in its sole good faith judgment, to reflect the fair market value of additional contributions by the Corporation to Ziff Davis, LLC, or under such other circumstances as the Board of Directors determines appropriate in its sole good faith judgment to reflect the economic substance of any other event or circumstance.

(l) “ Outstanding Notional Preferred Amount ,” as of any particular time, means the notional amount of $202,081,651.04. In connection with the determination of the Applicable Redemption Price, such notional amount shall be increased at the annual rate of 15% of such amount, compounded quarterly, on March 31, June 30, September 30 and December 31 of each year with respect to the quarterly period (or portion thereof) ending on the date preceding such quarterly period end date minus an amount equal to the product of (i) 97.5551% and (ii) the quotient obtained by dividing the aggregate amount of dividends paid on the Series A shares to such date under Section 4(a) by 2.4449%. The amount for any given quarterly period shall be computed by dividing the annual 15% rate by 4.

(m) “ Outstanding Notional Senior Preferred Amount ,” as of any particular time, means the notional amount of $107,133,180.64. Such notional amount shall be increased at the annual rate of 9.05% of such amount, compounded quarterly, on March 31, June 30, September 30 and December 31 of each year with respect to the quarterly period (or portion thereof) ending on the date preceding such quarterly period end date. The amount for any given quarterly period shall be computed by dividing the annual 9.05% rate by four. Such notional amount shall be reduced by the amount of any distributions by Ziff Davis, LLC to the Corporation in respect of such notional amount prior to the applicable time.

(n) “ Parity Stock ” means any class or series of capital stock or any securities convertible into shares of any class or series of capital stock of the Corporation that ranks on a parity with Series A in the distribution of assets on any liquidation, dissolution or winding up of the Corporation (but only in an amount up to the ZD Available Assets, as of the relevant time).

(o) “ Person ” means an individual, a corporation, a general or limited partnership, a limited liability company, a joint stock company, an association, a trust or any other entity or organization, including a government, a political subdivision or an agency or instrumentality thereof.

(p) “ Redemption Cap Amount ” means, with respect to any share of Series A and as of any particular time, the Stated Value increased at the annual rate of 15% of the Stated Value compounded quarterly on March 31, June 30, September 30 and December 31 of each year (or portion thereof) beginning March 31, 2014 and decreased by the amount of any dividends paid with respect to such share pursuant to Section 4(a). The amount for any given quarterly period shall be computed by dividing the annual 15% rate by 4.

(q) “ Senior Stock ” means any class or series of capital stock or any securities convertible into shares of any class or series of capital stock of the Corporation that ranks prior to Series A in the distribution of assets on any liquidation, dissolution or winding up of the Corporation (but only in an amount up to the ZD Available Assets as of the relevant time).

(r) “ Series B Preferred Stock ” means the preferred stock, par value $0.01 per share, of the Corporation designated as Series B Preferred Stock.

(s) “ Stated Value ,” with respect to any share of Series A, means $1,000.

(t) “ ZD Available Assets ,” as of any particular time, means the amount, expressed in U.S. dollars, equal to (i) the assets of the ZD Group legally available for distribution to the Corporation, as determined by the Board of Directors of the Corporation in its good faith judgment, less (2) the then current Outstanding Notional Senior Preferred Amount.

(u) “ ZD Group ” means Ziff Davis, LLC and its subsidiaries after the effective time of the Merger (together with any of their predecessors or successors).

(v) “ Ziff Davis, LLC ” means Ziff Davis, LLC, a Delaware limited liability company.

(w) “ Ziff Davis, Inc .” means Ziff Davis, Inc., a Delaware corporation.

4. Dividends .

(a) Dividends . In the event that Ziff Davis, LLC declares or pays any dividends or distributions on its membership interests (other than the ZD Permitted Distributions (as defined below)), then the Corporation shall also declare and pay in respect of the Series A shares, at the same time that Ziff Davis, LLC declares and pays such dividends or distributions to the holders of the membership interests in Ziff Davis, LLC, a dividend of the same type as any such dividend or other distribution, whether cash, in kind or other property in an amount equal to 2.4449% of such dividend or other distribution, but in any event only to the extent that such dividend, when considered together with all prior dividends paid under this Section 4(a), would not represent a dividend rate on the Stated Value in excess of 15% compounded quarterly on each March 31, June 30, September 30 and December 31 of each year beginning March 31, 2014 (the amount for any given quarterly period shall be computed by dividing the annual 15% rate by four); provided that any such distribution will only be made to the extent that the aggregate amount of such distributions does not exceed the Maximum Distribution at such time. All dividends paid with respect to shares of Series A shall be paid pro rata to the holders entitled thereto.

(b) ZD Permitted Distributions . Notwithstanding anything contained herein to the contrary, Ziff Davis, LLC shall be entitled to declare and pay to the Corporation in respect of its membership interests in Ziff Davis, LLC the following distributions (the “ ZD Permitted Distributions ”):

priority distributions to the extent of the amount of any additional capital contribution or any dividends with respect thereto made by any member of the j2 Group to Ziff Davis, LLC following the Merger; and

ii.

priority distributions to the extent of the Outstanding Notional Senior Preferred Amount.

5. Liquidation Rights .

(a) Liquidation . Except as described in this Section 5, the holders of Series A shall have no right to a distribution of ZD Available Assets in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation (a “ Liquidation Event ”). Upon the occurrence of a Liquidation Event, the Corporation will first pay or provide for the payment of the debts and other liabilities of the Corporation. Thereafter, holders of Series A shall be entitled, before any distribution or payment out of the ZD Available Assets may be made to or set aside for the holders of any Junior Stock but after the payment in full of the liquidation preference of any Senior Stock, to receive an amount per share of Series A equal to a portion of the enterprise value for Ziff Davis, LLC (or its successor) that would be attributable to the pro rata portion of the Minority Portion represented by such share of Series A and assuming that the then Outstanding Notional Senior Preferred Amount represented obligations of Ziff Davis, LLC (or its successor) senior to the Series A and that all then outstanding shares of Series A and the then Outstanding Notional Preferred Amount represented parity obligations of Ziff Davis, LLC (or its successor), but in no event in an amount that would exceed the Redemption Cap Amount; provided that any such distribution will only be made to the extent that the aggregate amount of such distributions does not exceed the Maximum Distribution at such time.

(b) Partial Payment . If the Minority Portion of the ZD Available Assets is insufficient to pay in full the amount set forth in Section 5(a) to all holders of Series A and the liquidation preference to all holders of any Parity Stock, the amounts paid to the holders of Series A and to the holders of all Parity Stock shall be pro rata in accordance with the respective aggregate liquidation preferences of Series A and all such Parity Stock.

(c) Merger, Consolidation and Sale of Assets Not Liquidation . For purposes of this Section 5, the merger or consolidation of the Corporation with any other corporation or entity, including a merger in which the holders of Series A receive cash or property for their shares, or the sale of all or substantially all of the assets of the Corporation, shall not be deemed to constitute a liquidation, dissolution or winding up of the Corporation.

6. Redemption .

Maximum Distribution at such time. If, on the Mandatory Redemption Date, the Corporation does not have sufficient ZD Available Assets to pay the aggregate Applicable Redemption Price with respect to all shares of Series A then outstanding, the Corporation shall redeem such number of shares of Series A with respect to which there are sufficient ZD Available Assets therefor, pro rata among all holders of Series A, and thereafter, the Corporation shall pay the Applicable Redemption Price with respect to any shares of Series A for which payment has not been made on the Mandatory Redemption Date on the first day on which it has sufficient ZD Available Assets therefor.

(b) Optional Redemption . So long as a sum sufficient for the payment thereof has been set aside, the Corporation, at the option of the Board of Directors, may redeem all but not less than all of the shares of Series A at the time outstanding (whether in connection with a Liquidity Event or otherwise), at any time prior to the Mandatory Redemption Date, upon notice as provided in this Section 6 at a price per share equal to the Applicable Redemption Price plus any accrued and unpaid dividends.

(c) Notice . Notice of any optional redemption of Series A shall be mailed by first class mail, postage prepaid, addressed to the holders of record of Series A at their respective last addresses appearing on the books of the Corporation. Such mailing shall be at least 10 days and not more than 60 days before the date fixed for redemption. Any notice mailed as provided in this Section 6(c) shall be conclusively presumed to have been duly given, whether or not the holder receives such notice, but failure duly to give such notice by mail, or any defect in such notice or in the mailing thereof, to any holder of shares of Series A shall not affect the validity of the proceedings for the redemption of any shares of Series A.

(d) Effectiveness of Redemption . If notice of redemption has been duly given if required by this Section 6, and if all funds necessary for the redemption have been set aside by the Corporation, separate and apart from its other funds, in trust for the benefit of the holders of Series A, so as to be and continue to be available therefor, then, notwithstanding that any certificate for any share so called for redemption has not been surrendered for cancellation, on and after the redemption date all shares of Series A called for redemption shall cease to be outstanding and all rights with respect to such shares shall forthwith on such redemption date cease and terminate, except the right of the holders thereof to receive the amount payable on such redemption. Any funds unclaimed at the end of three years from the redemption date shall, to the extent permitted by law, be released to the Corporation, after which time the holders of the shares so called for redemption shall look only to the Corporation for payment of the redemption price of such shares.

7. Voting and Other Rights .

(a) Certain Actions . Notwithstanding anything contained herein to the contrary, any transaction to which the Corporation is a party, and any amendment to this Certificate of Designation, that does, or would reasonably be expected to, (i) reduce the Redemption Cap Amount, (ii) reduce the percentage of any distribution by Ziff Davis, LLC to be paid in respect of the Series A shares or waive any right to receive any such dividend as set forth in Section 4(a), (iii) change or waive any redemption obligations of the Corporation with respect to Series A, or (iv) result in the payment of all or any portion of the Applicable Redemption

Price in the form of anything other than cash except in such circumstances under which the Corporation would have been entitled to exercise its drag-along rights under Section 3.01 of the Stockholders Agreement, dated as of November 9, 2012 shall require the affirmative vote or consent of holders of Series A or their permitted successors or assigns, holding a majority of the then outstanding shares of Series A.

(b) Voting Rights . Any amendment or alteration of the certificate of incorporation of the Corporation to authorize or create, or increase the authorized amount of, any Senior Stock that is senior to the Series A in right of distribution with respect to ZD Available Assets shall require the affirmative vote or consent of holders of Series A or their permitted successors or assigns, holding a majority of the then outstanding shares of Series A. Except as expressly required by law, Section 7(a), the previous sentence and the next sentence, the Series A shall have no voting rights either as a separate class or series of capital stock or together with any other class or series of capital stock. The Corporation will not, without the written consent or affirmative vote of holders of at least a majority of the then outstanding shares of Series A, amend, alter or repeal (by merger, consolidation or otherwise) any terms or provisions of this Certificate of Designation so as to affect adversely in any material respect the rights, powers, preferences, limitations or restrictions of the Series A; provided, however, that no such vote or consent of the holders of Series A shall be required under this sentence or the first sentence of Section 7(b) if provision is made for the redemption of all shares of Series A at the time outstanding at or before the time when such amendment, alteration or repeal is to take effect or when such authorization, creation or increase in the authorized amount of any Senior Stock is to be made or when such merger or consolidation is to take effect, as the case may be; and provided, further, that if any such amendment, alteration or repeal would affect adversely the voting powers, preferences or special rights of Series A and any other series of the Preferred Stock similarly entitled to vote upon the matters specified herein in substantially the same manner, it shall be sufficient if the holders of Series A and all such other series so adversely affected vote thereon together as a single class, regardless of series. None of the following will be deemed to adversely affect such rights, powers, preferences, limitations or restrictions: (i) increases in the amount of the authorized Common Stock or Preferred Stock; (ii) increases or decreases in the number of shares of any Parity Stock or Junior Stock; (iii) the authorization, creation and issuance of other classes or series of capital stock (or securities convertible or exchangeable into such capital stock) which is Parity Stock or Junior Stock; or (iv) consummation of a binding share exchange, a reclassification involving Series A or a merger or consolidation of the Corporation with or into another entity; provided (A) the Series A remains outstanding or, in the case of any such merger or consolidation with respect to which the Corporation is not the surviving or resulting entity, is converted into or exchanged for preferred securities of the surviving or resulting entity (or its ultimate parent); and (B) the Series A remaining outstanding or the new preferred securities, as the case may be, have such powers, preferences and special rights as are not materially less favorable to the holder thereof than the powers, preferences and special rights of Series A, taken as a whole.

(c) Other Rights . The shares of Series A shall not have any other voting powers, preferences or relative, participating, optional or other special rights, or qualifications, limitations or restrictions thereof, other than as set forth herein.

8. Determinations of the Board of Directors of the Corporation . The determination by the Board of Directors of the Corporation of any matter herein that is to be determined in the “sole good faith judgment” of the Board of Directors of the Corporation shall be conclusive and binding on the holders of the Series A absent manifest error.

9. Relationship with the ZD Group . The ZD Group shall be managed under the direction of the Board of Directors of the Corporation. The Board of Directors shall owe the same fiduciary duties to holders of the Series A that it owes to holders of the Corporation’s capital stock as a general matter. It will be the policy of the Board of Directors that all matters as to which the holders of the Series A and the Common Stock may have potentially divergent interests shall be resolved in a manner that the Board of Directors determines in its good faith judgment to be in the best interests of the Corporation and the holders of the Corporation’s capital stock (including holders of the Series A) as a whole, after giving fair consideration to the potentially divergent interests and all other relevant interests of the holders of the Series A and the separate classes of capital stock of the Corporation.

EXHIBIT B

RIGHTS, PREFERENCES, PRIVILEGES AND RESTRICTIONS

SERIES B PREFERRED STOCK

j2 GLOBAL HOLDINGS, INC.

RESOLVED, that the Board of Directors of j2 Global Holdings, Inc., a Delaware corporation (the “ Corporation ”), does hereby designate 20,000 shares of preferred stock, par value $0.01 per share, of the Corporation as Series B Preferred Stock, with the powers, preferences and rights, and the qualifications, limitations and restrictions set forth on Annex A as follows:

1. Designation . The distinctive serial designation of the series is “ Series B Preferred Stock ” (“ Series B ”). Each share of Series B shall be identical in all respects to every other share of Series B.

2. Number of Shares . The number of shares of Series B shall be 20,000. Such number may from time to time be increased (but not in excess of the total number of authorized shares of Preferred Stock) or decreased (but not below the number of shares of Series B then outstanding) by the Board of Directors of the Corporation.

3. Definitions . As used herein with respect to Series B:

(b) “ Applicable Redemption Price ” means: (i) in the event the redemption occurs in connection with a Liquidity Event, a price per share of Series B equal to a portion of the enterprise value for Ziff Davis, LLC (or its successor) implied by such transaction (in the case of a Liquidity Event within the meaning of clause (i) or (ii) of the definition thereof), the trading price for the Ziff Davis, LLC (or successor) equity interests over a measuring period following the spin-off (in the case of a Liquidity Event within the meaning of clause (iii) thereof), or the initial public offering price (in the case of a Liquidity Event within the meaning of clause (iv) thereof), in each case that would be attributable to the Reference Percentage with respect to such share of Series B and assuming that the Redemption Cap Amount of all then outstanding shares of Series A Preferred Stock and the then Outstanding Notional Senior Preferred Amount and

Outstanding Notional Preferred Amount represented obligations of Ziff Davis, LLC (or its successor) senior to the Series B; and (ii) in the event of a redemption by the Corporation pursuant to Section 6(b) not in connection with a Liquidity Event, the Fair Market Value. All determinations with respect to the Applicable Redemption Price, including, without limitation, whether a redemption is in connection with a Liquidity Event, the enterprise value of Ziff Davis, LLC implied by any Liquidity Event, the portion thereof that would be attributable to the Reference Package, and the appropriate adjustment to be made to any value implied by a transaction, spin-off or initial public offering to account for the Series A Preferred Stock, the Outstanding Notional Senior Preferred Amount and the Outstanding Notional Preferred Amount, shall be determined by the Board of Directors of the Corporation in its sole good faith judgment.

(d) “ Fair Market Value ,” as of any particular time, means the fair market value of a percentage common membership interest in Ziff Davis, LLC as of such time equal to the Reference Percentage and assuming that the Redemption Cap Amount of all then outstanding shares of Series A Preferred Stock and the then Outstanding Notional Senior Preferred Amount and Outstanding Notional Preferred Amount represented obligations of Ziff Davis, LLC (or its successor) senior to the Series B, as determined in the sole good faith judgment of the Board of Directors of the Corporation.

(f) “ j2 Group ” means the Corporation and its subsidiaries (together with any of their predecessors or successors) other than the ZD Group.

(g) “ Junior Stock ” means the Common Stock and any other class or series of capital stock or any securities convertible into shares of any class or series of capital stock of the Corporation hereafter authorized over which Series B has preference or priority in the distribution of assets on any liquidation, dissolution or winding up of the Corporation (but only in an amount up to the ZD Available Assets as of the relevant time).

(h) “ Liquidity Event ” means (i) a sale of at least a majority of the equity interests in Ziff Davis, LLC (or its successor), whether by merger of Ziff Davis, LLC, sale of such equity interests or similar transaction, to a Person other than the Corporation or one of its Affiliates, (ii) a sale of all or substantially all of the assets of the ZD Group to a Person other than the Corporation or one of its Affiliates, (iii) any distribution of at least a majority of the equity interests in Ziff Davis, LLC (or its successor) to the holders of Common Stock or any similar transaction or (iv) the consummation of an initial public offering of equity interests of Ziff Davis, LLC (or its successor) representing at least 20% of its common equity interests after giving effect to such offering; provided that, for the avoidance of doubt, a Liquidity Event shall not be deemed to have occurred by virtue of any such transaction occurring with respect to the j2 Group or any member thereof.

(i) “ Maximum Distribution ,” as of any particular time, means the lesser of (i) the j2 Available Assets at such time and (ii) the Minority Portion of the ZD Available Assets at such time.

(j) “ Merger ” means the merger of Ziff Davis, Inc. with and into Ziff Davis, LLC, with Ziff Davis, LLC surviving the merger.

(k) “ Minority Portion ,” as of any particular time, means the sum of the Reference Percentages with respect to all outstanding shares of Series B at such time.

(l) “ Outstanding Notional Preferred Amount ,” as of any particular time, means the notional amount of $202,081,651.04. Such notional amount shall be increased at the annual rate of 15% of such amount, compounded quarterly, on March 31, June 30, September 30 and December 31 of each year with respect to the quarterly period (or portion thereof) ending on the date preceding such quarterly period end date. The amount for any given quarterly period shall be computed by dividing the annual 15% rate by four. Such notional amount shall be reduced by the amount of any distributions by Ziff Davis, LLC to the Corporation in respect of such notional amount prior to the applicable time.

(m) “ Outstanding Notional Senior Preferred Amount ,” as of any particular time, means the notional amount of $107,133,180.64. Such notional amount shall be increased at the annual rate of 9.05% of such amount, compounded quarterly, on March 31, June 30, September 30 and December 31 of each year with respect to the quarterly period (or portion thereof) ending on the date preceding such quarterly period end date. The amount for any given quarterly period shall be computed by dividing the annual 9.05% rate by 4. Such notional amount shall be reduced by the amount of any distributions by Ziff Davis, LLC to the Corporation in respect of such notional amount prior to the applicable time.

(n) “ Parity Stock ” means any class or series of capital stock or any securities convertible into shares of any class or series of capital stock of the Corporation that ranks on a parity with Series B in the distribution of assets on any liquidation, dissolution or winding up of the Corporation (but only in an amount up to the ZD Available Assets, as of the relevant time).

(p) “ Redemption Cap Amount ” means the Redemption Cap Amount of the Series A Preferred Stock as defined in the Certificate of Designations of the Series A Preferred Stock.

(q) “ Reference Percentage ,” with respect to each share of Series B, means 0.00050025%, representing a notional percentage membership interest in Ziff Davis, LLC, as such percentage may be adjusted from time to time by the Board of Directors of the Corporation, in its sole good faith judgment, to reflect the fair market value of additional contributions by the Corporation to Ziff Davis, LLC, or under such other circumstances as the Board of Directors determines appropriate in its sole good faith judgment to reflect the economic substance of any other event or circumstance.

(r) “ Senior Stock ” means the Series A Senior Preferred Stock and any other class or series of capital stock or any securities convertible into shares of any class or series of capital stock of the Corporation that ranks prior to Series B in the distribution of assets on any liquidation, dissolution or winding up of the Corporation (but only in an amount up to the ZD Available Assets as of the relevant time).

(s) “ Series A Preferred Stock ” means the preferred stock, par value $0.01 per share, of the Corporation designated as Series A Preferred Stock.

(t) “ ZD Available Assets ,” as of any particular time, means the amount, expressed in U.S. dollars, equal to (i) the assets of the ZD Group legally available for distribution to the Corporation, as determined by the Board of Directors of the Corporation in its sole good faith judgment, less (2) the then-current Outstanding Notional Senior Preferred Amount.

(u) “ ZD Group ” means Ziff Davis, LLC and its subsidiaries after the effective time of the Merger (together with any of their predecessors or successors).

(v) “ Ziff Davis, LLC ” means Ziff Davis, LLC, a Delaware limited liability company.

(w) “ Ziff Davis, Inc. ” means Ziff Davis, Inc., a Delaware corporation.

4. Dividends .

(a) Participating Dividends . In the event that Ziff Davis, LLC declares or pays any dividends or distributions on its membership interests (other than the ZD Permitted Distributions (as defined below)), the Corporation shall also declare and pay in respect of each share of Series B, at the same time that Ziff Davis, LLC declares and pays such dividends or distributions to the holders of the membership interests in Ziff Davis, LLC, a dividend of the same type as any such dividend or other distribution, whether cash, in kind or other property, payable or to be made on outstanding membership interests in Ziff Davis, LLC equal to the amount of such dividend or other distribution as would be made on a percentage common membership interest in Ziff Davis, LLC equal to the Reference Percentage; provided that any such distribution will only be made to the extent that the aggregate amount of such distributions does not exceed the Maximum Distribution at such time.

(b) Definition of ZD Permitted Distributions . As used herein, “ ZD Permitted Distributions ” shall mean:

(i) priority distributions to the extent of the amount of any additional capital contribution or any dividends with respect thereto made by any member of the j2 Group to Ziff Davis, LLC following the Merger;

(ii) priority distributions to the extent of the Outstanding Notional Senior Preferred Amount; and

(iii) priority distributions to the extent of the Outstanding Notional Preferred

Amount and to the extent of an amount equal to the Redemption Cap Amount of all shares of Series A Preferred Stock then outstanding and any dividends with respect thereto (provided that if the Corporation redeems any shares of Series A Preferred Stock, the Corporation shall reduce the Outstanding Notional Preferred Amount by a proportionate amount).

5. Liquidation Rights .

(a) Liquidation . Except as described in this Section 5, the holders of Series B shall have no right to a distribution of ZD Available Assets in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation (a “ Liquidation Event ”). Upon the occurrence of a Liquidation Event, the Corporation will first pay or provide for the payment of the debts and other liabilities of the Corporation. Thereafter, holders of Series B shall be entitled, before any distribution or payment out of the ZD Available Assets may be made to or set aside for the holders of any Junior Stock but after the payment in full of the liquidation preference of any Senior Stock, to receive in full in respect of each share of Series B an amount equal to the Fair Market Value of each such outstanding share of Series B; provided that any such distribution will only be made to the extent that the aggregate amount of such distributions does not exceed the Maximum Distribution at such time.

(b) Partial Payment . If the Minority Portion of the ZD Available Assets is insufficient to pay in full the Fair Market Value to all holders of Series B and the liquidation preference to all holders of any Parity Stock, the amounts paid to the holders of Series B and to the holders of all Parity Stock shall be pro rata in accordance with the respective aggregate liquidation preferences of Series B and all such Parity Stock.

(c) Merger, Consolidation and Sale of Assets Not Liquidation . For purposes of this Section 5, the merger or consolidation of the Corporation with any other corporation or entity, including a merger in which the holders of Series B receive cash or property for their shares, or the sale of all or substantially all of the assets of the Corporation, shall not be deemed to constitute a liquidation, dissolution or winding up of the Corporation.

6. Redemption .

(a) Mandatory Redemption . At any time after January 2, 2019, upon the occurrence of a Liquidity Event (such date, the “ Mandatory Redemption Date ”), the Corporation shall redeem all outstanding shares of Series B without any requirement of any notice to such holders at a price per share equal to the Applicable Redemption Price plus any accrued and unpaid dividends; provided that any such redemption will only be paid to the extent that the aggregate Applicable Redemption Price in respect of all shares of Series B does not exceed the Maximum Distribution at such time. If, on the Mandatory Redemption Date, the Corporation does not have sufficient ZD Available Assets to pay the aggregate Applicable Redemption Price with respect to all shares of Series B then outstanding, the Corporation shall redeem such number of shares of Series B with respect to which there are sufficient ZD Available Assets therefor, pro rata among all holders of Series B, and thereafter, the Corporation shall pay the Applicable Redemption Price with respect to any shares of Series B for which payment has not been made on the Mandatory Redemption Date on the first day on which it has sufficient ZD Available Assets therefor.

(b) Optional Redemption . So long as a sum sufficient for the payment thereof has been set aside, the Corporation, at the option of the Board of Directors, may redeem all but not less than all of the shares of Series B at the time outstanding, at any time prior to the Mandatory Redemption Date, upon notice as provided in this Section 6 at a price per share equal to the Applicable Redemption Price plus any accrued and unpaid dividends.

(c) Notice . Notice of any optional redemption of Series B shall be mailed by first class mail, postage prepaid, addressed to the holders of record of Series B at their respective last addresses appearing on the books of the Corporation. Such mailing shall be at least 10 days and not more than 60 days before the date fixed for repayment or redemption, as the case may be. Any notice mailed as provided in this Section 6(c) shall be conclusively presumed to have been duly given, whether or not the holder receives such notice, but failure duly to give such notice by mail, or any defect in such notice or in the mailing thereof, to any holder of shares of Series B shall not affect the validity of the proceedings for the redemption of any shares of Series B.

(d) Effectiveness of Redemption . If notice of redemption has been duly given if required by this Section 6, and if all funds necessary for the redemption have been set aside by the Corporation, separate and apart from its other funds, in trust for the benefit of the holders of Series B, so as to be and continue to be available therefor, then, notwithstanding that any certificate for any share so called for redemption has not been surrendered for cancellation, on and after the redemption date all shares of Series B called for redemption shall cease to be outstanding and all rights with respect to such shares shall forthwith on such redemption date cease and terminate, except the right of the holders thereof to receive the amount payable on such redemption. Any funds unclaimed at the end of three years from the redemption date shall, to the extent permitted by law, be released to the Corporation, after which time the holders of the shares so called for redemption shall look only to the Corporation for payment of the redemption price of such shares.

7. Voting and Other Rights .

(a) Voting Rights . Except as expressly required by law and the next sentence, the Series B shall have no voting rights either as a separate class or series together with any other class or series of capital stock. The Corporation will not, without the written consent or affirmative vote of holders of at least a majority of the then outstanding shares of Series B, amend, alter or repeal (by merger, consolidation or otherwise) any terms or provisions of this Certificate of Designation so as to affect adversely in any material respect the rights, powers, preferences, limitations or restrictions of the Series B; provided, however, that no such vote or consent of the holders of Series B shall be required under this sentence if provision is made for the redemption of all shares of Series B at the time outstanding at or before the time when such amendment, alteration or repeal is to take effect or when such merger or consolidation is to take effect, as the case may be; and provided, further, that if any such amendment, alteration or repeal would affect adversely the voting powers, preferences or special rights of Series B and any other series of the Preferred Stock similarly entitled to vote upon the matters specified herein in substantially the same manner, it shall be sufficient if the holders of Series B and all such other series so adversely affected vote thereon together as a single class, regardless of series. None of

the following will be deemed to adversely affect such rights, powers, preferences, limitations or restrictions: (i) increases in the amount of the authorized Common Stock or Preferred Stock; (ii) increases or decreases in the number of shares of any Senior Stock, Parity Stock or Junior Stock; (iii) the authorization, creation and issuance of other classes or series of capital stock (or securities convertible or exchangeable into such capital stock) which is Senior Stock, Parity Stock or Junior Stock; or (iv) consummation of a binding share exchange, a reclassification involving Series B or a merger or consolidation of the Corporation with or into another entity; provided (A) the Series B remains outstanding or, in the case of any such merger or consolidation with respect to which the Corporation is not the surviving or resulting entity, is converted into or exchanged for preferred securities of the surviving or resulting entity (or its ultimate parent); and (B) the Series B remaining outstanding or the new preferred securities, as the case may be, have such powers, preferences and special rights as are not materially less favorable to the holder thereof than the powers, preferences and special rights of Series B, taken as a whole.

(b) Other Rights . The shares of Series B shall not have any other voting powers, preferences or relative, participating, optional or other special rights, or qualifications, limitations or restrictions thereof, other than as set forth herein.

8. Determinations of the Board of Directors of the Corporation . The determination by the Board of Directors of the Corporation of any matter herein that is to be determined in the “ sole good faith judgment ” of the Board of Directors of the Corporation shall be conclusive and binding on the holders of the Series B absent manifest error.

9. Relationship with the ZD Group . The ZD Group shall be managed under the direction of the Board of Directors of the Corporation. The Board of Directors shall owe the same fiduciary duties to holders of the Series B that it owes to holders of the Corporation’s capital stock as a general matter. It will be the policy of the Board of Directors that all matters as to which the holders of the Series B and the Common Stock may have potentially divergent interests shall be resolved in a manner that the Board of Directors determines in its good faith judgment to be in the best interests of the Corporation and the holders of the Corporation’s capital stock (including holders of the Series B) as a whole, after giving fair consideration to the potentially divergent interests and all other relevant interests of the holders of the Series B and the separate classes of capital stock of the Corporation.

Exhibit 3.2

CERTIFICATE OF AMENDMENT

TO THE

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

j2 GLOBAL HOLDINGS, INC.

j2 Global Holdings, Inc., a corporation organized and existing under the Laws of the State of Delaware (the “Corporation”), hereby certifies as follows:

The name of the Corporation is j2 Global Holdings, Inc.

Article FIRST of the Amended and Restated Certificate of Incorporation of the Corporation shall be amended by deleting the name “j2 Global Holdings, Inc.” and replacing therefor the name “j2 Global, Inc.”

The foregoing amendments were duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

This Certificate of Amendment shall become effective as of 4:07 p.m. Eastern Time on June 10th, 2014.

[Signature page follows]

IN WITNESS WHEREOF, the undersigned officer of the Corporation has executed this Certificate as of this 10th day of June, 2014.


j2 GLOBAL HOLDINGS, INC.

/s/ Jeffrey D. Adelman
By:		Jeffrey D. Adelman
Title:		Vice President, General Counsel and Secretary

Exhibit 4.1

BY-LAWS

j2 GLOBAL, INC.

ARTICLE I

Stockholders

Section 1.1. Annual Meetings . An annual meeting of stockholders shall be held within five months after the close of the fiscal year of the Corporation for the election of directors at such date, time and place either within or without the State of Delaware as may be designated by the Board of Directors from time to time. Any other proper business may be transacted at the annual meeting.

Section 1.2. Special Meetings . Special meetings of stockholders may be called at any time by the Chairman of the Board, if any, the Vice Chairman of the Board, if any, the President or the Board of Directors, to be held at such date, time and place either within or without the State of Delaware as may be stated in the notice of the meeting. A special meeting of stockholders shall be called by the Secretary upon the written request, stating the purpose of the meeting, of stockholders who together own of record a majority of the outstanding shares of each class of stock entitled to vote at such meeting.

Section 1.3. Notice of Meetings . Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, date and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by law, the written notice of any meeting shall be given not less than ten nor more than sixty days before the date of the meeting to each stockholder entitled to vote at such meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail, postage prepaid, directed to the stockholder at such stockholder’s address as it appears on the records of the Corporation.

Section 1.4. Adjournments . Any meeting of stockholders, annual or special, may be adjourned from time to time, to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 1.5. Quorum . At each meeting of stockholders, except where otherwise provided by law or the certificate of incorporation or these by-laws, the holders of a majority of the outstanding shares of stock entitled to vote on a matter at the meeting, present in person or represented by proxy, shall constitute a quorum. For purposes of the foregoing, where a separate vote by class or classes is required for any matter, the holders of a majority of the outstanding shares of such class or classes, present in person or represented by proxy, shall constitute a

quorum to take action with respect to that vote on that matter. Two or more classes or series of stock shall be considered a single class if the holders thereof are entitled to vote together as a single class at the meeting. In the absence of a quorum of the holders of any class of stock entitled to vote on a matter, the holders of such class so present or represented may, by majority vote, adjourn the meeting of such class from time to time in the manner provided by Section 1.4 of these by-laws until a quorum of such class shall be so present or represented. Shares of its own capital stock belonging on the record date for the meeting to the Corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the Corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of the Corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity.

Section 1.6. Organization . Meetings of stockholders shall be presided over by the Chairman of the Board, if any, or in the absence of the Chairman of the Board by the Vice Chairman or any Co-Chairman of the Board, if any, or in the absence of the Vice Chairman or any Co-Chairman of the Board by the President, or in the absence of the President by a Vice President, or in the absence of the foregoing persons by a chairman designated by the Board of Directors, or in the absence of such designation by a chairman chosen at the meeting. The Secretary, or in the absence of the Secretary an Assistant Secretary, shall act as secretary of the meeting, but in the absence of the Secretary and any Assistant Secretary the chairman of the meeting may appoint any person to act as secretary of the meeting.

The order of business at each such meeting shall be as determined by the chairman of the meeting. The chairman of the meeting shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts and things as are necessary or desirable for the proper conduct of the meeting, including, without limitation, the establishment of procedures for the maintenance of order and safety, limitations on the time allotted to questions or comments on the affairs of the Corporation, restrictions on entry to such meeting after the time prescribed for the commencement thereof and the opening and closing of the voting polls.

Section 1.7. Inspectors . Prior to any meeting of stockholders, the Board of Directors or the President shall appoint one or more inspectors to act at such meeting and make a written report thereof and may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at the meeting of stockholders, the person presiding at the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability. The inspectors shall ascertain the number of shares outstanding and the voting power of each, determine the shares represented at the meeting and the validity of proxies and ballots, count all votes and ballots, determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors and certify their determination of the number of shares represented at the meeting and their count of all votes and ballots. The inspectors may appoint or retain other persons to assist them in the performance of their duties. The date and time of the opening and closing of the polls for each matter upon which the stockholders will vote at a meeting shall be announced at the meeting. No ballot, proxy or vote, nor any revocation thereof or change thereto, shall be accepted by the inspectors

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after the closing of the polls. In determining the validity and counting of proxies and ballots, the inspectors shall be limited to an examination of the proxies, any envelopes submitted therewith, any information provided by a stockholder who submits a proxy by telegram, cablegram or other electronic transmission from which it can be determined that the proxy was authorized by the stockholder, ballots and the regular books and records of the corporation, and they may also consider other reliable information for the limited purpose of reconciling proxies and ballots submitted by or on behalf of banks, brokers, their nominees or similar persons which represent more votes than the holder of a proxy is authorized by the record owner to cast or more votes than the stockholder holds of record. If the inspectors consider other reliable information for such purpose, they shall, at the time they make their certification, specify the precise information considered by them, including the person or persons from whom they obtained the information, when the information was obtained, the means by which the information was obtained and the basis for the inspectors’ belief that such information is accurate and reliable.

Section 1.8. Voting; Proxies . Unless otherwise provided in the certificate of incorporation, each stockholder entitled to vote at any meeting of stockholders shall be entitled to one vote for each share of stock held by such stockholder which has voting power upon the matter in question. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power, regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the Corporation generally. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or another duly executed proxy bearing a later date with the Secretary of the Corporation. Voting at meetings of stockholders need not be by written ballot unless the holders of a majority of the outstanding shares of all classes of stock entitled to vote thereon present in person or represented by proxy at such meeting shall so determine. Directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. In all other matters, unless otherwise provided by law or by the certificate of incorporation or these by-laws, the affirmative vote of the holders of a majority of the shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the stockholders. Where a separate vote by class or classes is required, the affirmative vote of the holders of a majority of the shares of such class or classes present in person or represented by proxy at the meeting shall be the act of such class or classes, except as otherwise provided by law or by the certificate of incorporation or these by-laws.

Section 1.9. Fixing Date for Determination of Stockholders of Record . In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than sixty nor less than ten days before the date of such meeting. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice

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is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

In order that the Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

Section 1.10. List of Stockholders Entitled to Vote . The Secretary shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof and may be inspected by any stockholder who is present.

Section 1.11. Consent of Stockholders in Lieu of Meeting . Unless otherwise provided in the certificate of incorporation or by law, any action required by law to be taken at any annual or special meeting of stockholders of the Corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior

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notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Corporation by delivery to (a) its registered office in the State of Delaware by hand or by certified mail or registered mail, return receipt requested, (b) its principal place of business, or (c) an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Every written consent shall bear the date of signature of each stockholder who signs the consent and no written consent shall be effective to take the corporate action referred to therein unless, within sixty days of the earliest dated consent delivered in the manner required by this by-law to the Corporation, written consents signed by a sufficient number of holders to take action are delivered to the Corporation by delivery to (a) its registered office in the State of Delaware by hand or by certified or registered mail, return receipt requested, (b) its principal place of business, or (c) an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of stockholders to take the action were delivered to the Corporation as provided in this Section 1.11.

Section 1.12. Advance Notice of Stockholder Proposals . At any annual or special meeting of stockholders, proposals by stockholders and persons nominated for election as directors by stockholders shall be considered only if advance notice thereof has been timely given as provided herein and such proposals or nominations are otherwise proper for consideration under applicable law and the certificate of incorporation and by-laws of the Corporation. Notice of any proposal to be presented by any stockholder or of the name of any person to be nominated by any stockholder for election as a director of the Corporation at any meeting of stockholders shall be delivered to the Secretary of the Corporation at its principal executive office not less than 60 nor more than 90 days prior to the date of the meeting; provided, however, that if the date of the meeting is first publicly announced or disclosed (in a public filing or otherwise) less than 70 days prior to the date of the meeting, such advance notice shall be given not more than ten days after such date is first so announced or disclosed. Public notice shall be deemed to have been given more than 70 days in advance of the annual meeting if the Corporation shall have previously disclosed, in these by-laws or otherwise, that the annual meeting in each year is to be held on a determinable date, unless and until the Board determines to hold the meeting on a different date. Any stockholder who gives notice of any such proposal shall deliver therewith the text of the proposal to be presented and a brief written statement of the reasons why such stockholder favors the proposal and setting forth such stockholder’s name and address, the number and class of all shares of each class of stock of the Corporation beneficially owned by such stockholder and any material interest of such stockholder in the proposal (other than as a stockholder). Any stockholder desiring to nominate any person for election as a director of the Corporation shall deliver with such notice a statement in writing setting forth the name of the person to be nominated, the number and class of all shares of each class of stock of the Corporation beneficially owned by such person, the information regarding such person required by paragraphs (a), (e) and (f) of Item 401 of Regulation S-K adopted by the Securities and

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Exchange Commission (or the corresponding provisions of any regulation subsequently adopted by the Securities and Exchange Commission applicable to the Corporation), such person’s signed consent to serve as a director of the Corporation if elected, such stockholder’s name and address and the number and class of all shares of each class of stock of the Corporation beneficially owned by such stockholder. As used herein, shares “beneficially owned” shall mean all shares as to which such person, together with such person’s affiliates and associates (as defined in Rule 12b-2 under the Securities Exchange Act of 1934), may be deemed to beneficially own pursuant to Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, as well as all shares as to which such person, together with such person’s affiliates and associates, has the right to become the beneficial owner pursuant to any agreement or understanding, or upon the exercise of warrants, options or rights to convert or exchange (whether such rights are exercisable immediately or only after the passage of time or the occurrence of conditions). The person presiding at the meeting, in addition to making any other determinations that may be appropriate to the conduct of the meeting, shall determine whether such notice has been duly given and shall direct that proposals and nominees not be considered if such notice has not been given.

ARTICLE II

Board of Directors

Section 2.1. Powers; Number; Qualifications . The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, except as may be otherwise provided by law or in the certificate of incorporation. The Board of Directors shall consist of one or more members, the number thereof to be determined from time to time by the Board. Directors need not be stockholders.

Section 2.2. Election; Term of Office; Resignation; Removal; Vacancies . Each director shall hold office until his or her successor is elected and qualified or until his or her earlier resignation or removal. Any director may resign at any time upon written notice to the Board of Directors or to the President or the Secretary of the Corporation. Such resignation shall take effect at the time specified therein, and unless otherwise specified therein no acceptance of such resignation shall be necessary to make it effective. Any director or the entire Board of Directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors. Whenever the holders of any class or series of stock, voting separately as a class, are entitled to elect one or more directors by the certificate of incorporation, the provisions of the preceding sentence shall apply, in respect to the removal without cause of a director or directors so elected, to the vote of the holders of the outstanding shares of that class or series and not to the vote of the outstanding shares as a whole. Unless otherwise provided in the certificate of incorporation or these by-laws, vacancies and newly created directorships resulting from any increase in the authorized number of directors elected by all of the stockholders having the right to vote as a single class or from any other cause may be filled by a majority of the directors then in office, although less than a quorum, or by the sole remaining director. Whenever the holders of any class or classes of stock or series thereof are entitled to elect one or more directors by the certificate of incorporation, vacancies and newly created directorships of such class or classes or series may be filled by a majority of the directors elected by such class or classes or series thereof then in office, or by the sole remaining director so elected. Any director elected or appointed to fill a vacancy shall hold office until the next annual meeting of the stockholders, and until his or her successor is elected and qualified or until his or her earlier resignation or removal.

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Section 2.3. Regular Meetings . Regular meetings of the Board of Directors may be held at such places within or without the State of Delaware and at such times as the Board may from time to time determine, and if so determined notice thereof need not be given.

Section 2.4. Special Meetings . Special meetings of the Board of Directors may be held at any time or place within or without the State of Delaware whenever called by the Chairman of the Board, if any, by the Vice Chairman or any Co-Chairman of the Board, if any, by the President or by any two directors. Reasonable notice thereof shall be given by the person or persons calling the meeting.

Section 2.5. Participation in Meetings by Conference Telephone Permitted . Unless otherwise restricted by the certificate of incorporation or these bylaws, members of the Board of Directors, or any committee designated by the Board, may participate in a meeting of the Board or of such committee, as the case may be, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this by-law shall constitute presence in person at such meeting.

Section 2.6. Quorum; Vote Required for Action . At all meetings of the Board of Directors one-third of the entire Board shall constitute a quorum for the transaction of business. The vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board unless the certificate of incorporation or these by-laws shall require a vote of a greater number. In case at any meeting of the Board a quorum shall not be present, the members of the Board present may adjourn the meeting from time to time until a quorum shall be present.

Section 2.7. Organization . Meetings of the Board of Directors shall be presided over by the Chairman of the Board, if any, or in the absence of the Chairman of the Board by the Vice Chairman or any Co-Chairman of the Board, if any, or in the absence of the Vice Chairman or any Co-Chairman of the Board by the President, or in their absence by a chairman chosen at the meeting. The Secretary, or in the absence of the Secretary an Assistant Secretary, shall act as secretary of the meeting, but in the absence of the Secretary and any Assistant Secretary the chairman of the meeting may appoint any person to act as secretary of the meeting.

Section 2.8. Action by Directors Without a Meeting . Unless otherwise restricted by the certificate of incorporation or these by-laws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board or of such committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee.

Section 2.9. Compensation of Directors . Unless otherwise restricted by the certificate of incorporation or these by-laws, the Board of Directors shall have the authority to fix the compensation of directors.

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ARTICLE III

Committees

Section 3.1. Committees . The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors or in these by-laws, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to the following matters: (i) approving or adopting, or recommending to the stockholders, any action or matter expressly required by law to be submitted to stockholders for approval, (ii) adopting, amending or repealing these By-Laws or (iii) removing or indemnifying directors.

Section 3.2. Committee Rules . Unless the Board of Directors otherwise provides, each committee designated by the Board may adopt, amend and repeal rules for the conduct of its business. In the absence of a provision by the Board or a provision in the rules of such committee to the contrary, a majority of the entire authorized number of members of such committee shall constitute a quorum for the transaction of business, the vote of a majority of the members present at a meeting at the time of such vote if a quorum is then present shall be the act of such committee, and in other respects each committee shall conduct its business in the same manner as the Board conducts its business pursuant to Article II of these by-laws.

ARTICLE IV

Officers

Section 4.1. Officers; Election . As soon as practicable after the annual meeting of stockholders in each year, the Board of Directors shall elect a President and a Secretary, and it may, if it so determines, elect from among its members a Chairman of the Board, or Co-Chairman of the Board, and a Vice Chairman of the Board. The Board may also elect one or more Vice Presidents, one or more Assistant Vice Presidents, one or more Assistant Secretaries, a Treasurer and one or more Assistant Treasurers and such other officers as the Board may deem desirable or appropriate and may give any of them such further designations or alternate titles as it considers desirable. Any number of offices may be held by the same person unless the certificate of incorporation or these by-laws otherwise provide.

Section 4.2. Term of Office; Resignation; Removal; Vacancies . Unless otherwise provided in the resolution of the Board of Directors electing any officer, each officer shall hold office until his or her successor is elected and qualified or until his or her earlier resignation or removal. Any officer may resign at any time upon written notice to the Board or to the President or the Secretary of the Corporation. Such resignation shall take effect at the time specified therein, and unless otherwise specified therein no acceptance of such resignation shall be

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necessary to make it effective. The Board may remove any officer with or without cause at any time. Any such removal shall be without prejudice to the contractual rights of such officer, if any, with the Corporation, but the election of an officer shall not of itself create contractual rights. Any vacancy occurring in any office of the Corporation by death, resignation, removal or otherwise may be filled by the Board at any regular or special meeting.

Section 4.3. Powers and Duties . The officers of the Corporation shall have such powers and duties in the management of the Corporation as shall be stated in these by-laws or in a resolution of the Board of Directors which is not inconsistent with these by-laws and, to the extent not so stated, as generally pertain to their respective offices, subject to the control of the Board. The Secretary shall have the duty to record the proceedings of the meetings of the stockholders, the Board of Directors and any committees in a book to be kept for that purpose. The Board may require any officer, agent or employee to give security for the faithful performance of his or her duties.

ARTICLE V

Stock

Section 5.1. Certificates . Every holder of stock in the Corporation shall be entitled to have a certificate signed by or in the name of the Corporation by the Chairman or Vice Chairman or a Co-Chairman of the Board of Directors, if any, or the President or a Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary, of the Corporation, representing the number of shares of stock in the Corporation owned by such holder. If such certificate is manually signed by one officer or manually countersigned by a transfer agent or by a registrar, any other signature on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer, transfer agent or registrar at the date of issue.

If the Corporation is authorized to issue more than one class of stock or more than one series of any class, the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock, provided that, except as otherwise provided by law, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

Section 5.2. Lost, Stolen or Destroyed Stock Certificates; Issuance of New Certificates . The Corporation may issue a new certificate of stock in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Corporation may require the owner of the lost, stolen or destroyed certificate, or such owner’s legal representative, to give the Corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate.

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ARTICLE VI

Miscellaneous

Section 6.1. Fiscal Year . The fiscal year of the Corporation shall be determined by the Board of Directors.

Section 6.2. Seal . The Corporation may have a corporate seal which shall have the name of the Corporation inscribed thereon and shall be in such form as may be approved from time to time by the Board of Directors. The corporate seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced.

Section 6.3. Waiver of Notice of Meetings of Stockholders, Directors and Committees . Whenever notice is required to be given by law or under any provision of the certificate of incorporation or these by-laws, a written waiver thereof, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders, directors or members of a committee of directors need be specified in any written waiver of notice unless so required by the certificate of incorporation or these by-laws.

Section 6.4. Indemnification of Directors, Officers and Employees . The Corporation shall indemnify to the full extent permitted by law any person made or threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person or such person’s testator or intestate is or was a director, officer or employee of the Corporation or serves or served at the request of the Corporation any other enterprise as a director, officer or employee. Expenses, including attorneys’ fees, incurred by any such person in defending any such action, suit or proceeding shall be paid or reimbursed by the Corporation promptly upon receipt by it of an undertaking of such person to repay such expenses if it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation. The rights provided to any person by this by-law shall be enforceable against the Corporation by such person who shall be presumed to have relied upon it in serving or continuing to serve as a director, officer or employee as provided above. No amendment of this by-law shall impair the rights of any person arising at any time with respect to events occurring prior to such amendment. For purposes of this by-law, the term “Corporation” shall include any predecessor of the Corporation and any constituent corporation (including any constituent of a constituent) absorbed by the Corporation in a consolidation or merger; the term “other enterprise” shall include any corporation, company, partnership, joint venture, trust or employee benefit plan; service “at the request of the Corporation” shall include service as a director, officer or employee of the Corporation which imposes duties on, or involves services by, such director, officer or employee with respect to an employee benefit plan, its participants or beneficiaries; any excise taxes assessed on a person with respect to an employee benefit plan shall be deemed to be indemnifiable expenses; and action by a person with respect to an employee benefit plan which such person reasonably believes to be in the interest of the participants and beneficiaries of such plan shall be deemed to be action not opposed to the best interests of the Corporation.

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Section 6.5. Interested Directors; Quorum . No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because his or her or their votes are counted for such purpose, if: (1) the material facts as to his or her relationship or interest and as to the contract or transaction are disclosed or are known to the Board or the committee, and the Board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or (2) the material facts as to his or her relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (3) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified, by the Board, a committee thereof or the stockholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.

Section 6.6. Form of Records . Any records maintained by the Corporation in the regular course of its business, including its stock ledger, books of account and minute books, may be kept on, or be in the form of, punch cards, magnetic tape, photographs, microphotographs or any other information storage device, provided that the records so kept can be converted into clearly legible form within a reasonable time. The Corporation shall so convert any records so kept upon the request of any person entitled to inspect the same.

Section 6.7. Amendment of By-Laws . These by-laws may be amended or repealed, and new by-laws adopted, by the Board of Directors, but the stockholders entitled to vote may adopt additional by-laws and may amend or repeal any by-law whether or not adopted by them.

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Exhibit 4.2

Execution Copy

FIRST SUPPLEMENTAL INDENTURE

dated as of June 10, 2014

among

j2 CLOUD SERVICES, INC.,

j2 GLOBAL, INC.

and

U.S. BANK NATIONAL ASSOCIATION

as Trustee

8.000% SENIOR NOTES DUE 2020

THIS FIRST SUPPLEMENTAL INDENTURE (this “ Supplemental Indenture ”), entered into as of June 10, 2014, among, j2 Cloud Services, Inc., a Delaware corporation formerly known as j2 Global, Inc. (the “ Issuer ”), j2 Global, Inc., a Delaware corporation and parent of j2 Cloud Services (“ Parent ”), and U.S. Bank National Association, as trustee (the “Trustee” ).

RECITALS

WHEREAS, the Issuer and the Trustee entered into the Indenture, dated as of July 26, 2012 (the “Indenture” ), relating to the Issuer’s 8.000% Senior Notes due 2020 (the “ Notes ”);

WHEREAS, as permitted by the terms of the Indenture, pursuant to an Agreement and Plan of Merger, dated as of June 10, 2014 (the “ Merger Agreement ”), j2 Merger Sub, Inc., a subsidiary of Parent, merged with and into the Issuer, with the Issuer continuing as the surviving entity (the “ Merger ”);

WHEREAS, pursuant to the Merger Agreement, immediately following the Merger, the Issuer filed a certificate of amendment to its amended and restated certificate of incorporation pursuant to which it changed its name from “j2 Global, Inc.” to “j2 Cloud Services, Inc.”;

WHEREAS, Parent is a newly formed Delaware corporation and wishes to provide a Guarantee of the Notes;

WHEREAS, Section 9.01(a)(6) of the Indenture provides that the Indenture may be amended without the consent of Holders of the Notes to provide for any Guarantee of the Notes; and

WHEREAS, the parties hereto are entering into this Supplemental Indenture pursuant to, and in accordance with, Article 9 of the Indenture.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and intending to be legally bound, the parties to this Supplemental Indenture hereby agree as follows:

Section 1 . Capitalized terms used herein and not otherwise defined herein are used as defined in the Indenture.

Section 2 . Parent, by its execution of this Supplemental Indenture, hereby agrees to guarantee, on an unsecured basis, the full and punctual payment (whether at Stated Maturity, upon redemption, purchase pursuant to an Offer to Purchase or acceleration, or otherwise) of the principal of, premium, if any, and interest on, and all other amounts payable under, each Note, and the full and punctual payment of all other amounts payable by the Issuer under the Indenture and agrees to be bound by the terms of Article 10 of the Indenture.

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Section 3. This Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York.

Section 4 . This Supplemental Indenture may be signed in various counterparts which together will constitute one and the same instrument. The exchange of copies of this Supplemental Indenture and signature pages by facsimile or PDF delivery shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes.

Section 5 . This Supplemental Indenture is an amendment supplemental to the Indenture and the Indenture and this Supplemental Indenture will henceforth be read together.

Section 6 . The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Issuer and Parent.

Section 7 . Each of the Issuer and Parent acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Supplemental Indenture and that the agreements, assumptions, guarantee and waivers made by it pursuant to this Supplemental Indenture are knowingly made in contemplation of such benefits.

Section 8 . Parent agrees that its obligations under the Indenture, Notes and this Supplemental Indenture shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of the Note Guaranty.

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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.


j2 CLOUD SERVICES, INC.
By:		/s/ Jeffrey D. Adelman
		Name: Jeffrey D. Adelman Title:
j2 GLOBAL, INC., as Guarantor
By:		/s/ Jeffrey D. Adelman
		Name: Jeffrey D. Adelman
		Title: Vice President, General Counsel and Secretary
U.S. BANK NATIONAL ASSOCIATION, as Trustee
By:		/s/ Bradley Scarbrough
		Name: Bradley Scarbrough
		Title: Vice President

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Exhibit 10.1

EXECUTION VERSION

ASSUMPTION AGREEMENT

THIS ASSUMPTION AGREEMENT (this “Assumption Agreement”) dated as of June 10, 2014 is between j2 Global, Inc., a Delaware corporation (“j2 Global”) and j2 Global Holdings, Inc., a Delaware corporation and a wholly-owned subsidiary of j2 Global (“HoldCo”). All capitalized terms used in this Assumption Agreement and not defined herein have the respective meanings ascribed to them in the Agreement and Plan of Merger, dated as of June 10, 2014(the “Merger Agreement”), by and among j2 Global, HoldCo and j2 Merger Sub, Inc., a Delaware limited liability company and a wholly-owned subsidiary of HoldCo (“Merger Sub”).

RECITALS

WHEREAS , pursuant to the Merger Agreement, at the Effective Time, Merger Sub will be merged with and into j2 Global, whereupon the separate existence of Merger Sub shall cease and j2 Global shall be the surviving entity (the “Reorganization”); and

WHEREAS , in connection with the Reorganization, j2 Global will transfer to HoldCo, and HoldCo will assume, sponsorship of the j2 Global, Inc. Second Amended and Restated 1997 Stock Option Plan, as amended, the j2 Global, Inc. 2007 Stock Plan and the Amended and Restated j2 Global, Inc. 2001 Employee Stock Purchase Plan (together, the “j2 Equity Compensation Plans”) and the employment agreement listed in Exhibit A (the “Agreement”), upon the terms and subject to the conditions set forth in this Assumption Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, j2 Global and HoldCo hereby agree as follows:

ASSUMPTION OF EQUITY PLANS

1. Subject to and as of the Effective Time, HoldCo assumes and will perform, from and after the Effective Time, all of the obligations of j2 Global pursuant to the j2 Global Equity Compensation Plans.

2. Subject to and as of the Effective Time, HoldCo assumes each option to purchase or right to acquire or vest in j2 Global Stock, including, but not limited to, stock options, restricted stock, restricted stock units and purchase rights under the Amended and Restated j2 Global, Inc. 2001 Employee Stock Purchase Plan, and any other equity awards, issued under the j2 Global Equity Compensation Plans or granted outside of the j2 Global Equity Compensation Plans that is outstanding and unexercised, unvested and not yet paid or payable immediately prior to the Effective Time, which shall be converted into an option to purchase or right to acquire or vest in, on otherwise the same terms and conditions as were applicable under the respective Equity Plan

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or the underlying equity award agreement (as modified herein), that number of shares of HoldCo Stock equal to the number of shares of j2 Stock subject to such option to purchase or right to acquire or vest in j2 Stock (the “j2 Global Equity Awards”), at, for stock options, an exercise price per share equal to the exercise price per share for such j2 Global stock option immediately prior to the Effective Time.

3. HoldCo and j2 Global agree to (i) prepare and execute all amendments to the j2 Global Equity Compensation Plans and/or the j2 Global Equity Awards and any other documents necessary to effectuate HoldCo’s assumption of the j2 Global Equity Compensation Plans and the outstanding j2 Global Equity Awards, (ii) provide any required notices of the assumption to holders of such j2 Global Equity Awards and (iii) submit any required filings with the Securities and Exchange Commission in connection with same.

4. On or prior to the Effective Time, HoldCo shall reserve sufficient shares of HoldCo Stock to provide for the issuance of HoldCo Stock to satisfy HoldCo’s obligations under the Merger Agreement, including without limitation the j2 Global Equity Compensation Plans and j2 Global Equity Awards.

II.

ASSUMPTION OF EMPLOYMENT AGREEMENTS

Subject to and as of the Effective Time, j2 Global assigns, and HoldCo assumes, all of the Agreements along with any rights, duties, and liabilities associated with such Agreements, entered into by j2 Global prior to the Effective Time, contingent upon the applicable employee’s consent to the extent required under the applicable Agreement.

III.

MISCELLANEOUS

Each of HoldCo and j2 Global will, from time to time and at all times hereafter, upon every reasonable request to do so by the other party hereto, make, do, execute and deliver, or cause to be made, done, executed and delivered, all such further acts, deeds, assurances and things as may be reasonably required or necessary in order to further implement and carry out the intent and purpose of this Assumption Agreement.

[Signature Page Follows]

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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first written above.


j2 GLOBAL, INC.,
a Delaware corporation

By:	/s/ Jeffrey D. Adelman
	Name:	Jeffrey D. Adelman
	Title:	Vice President, General Counsel and Secretary

j2 GLOBAL HOLDINGS, INC.,
a Delaware corporation

By:	/s/ Jeffrey D. Adelman
	Name:	Jeffrey D. Adelman
	Title:	President

[Signature Page to Assumption Agreement]