Finjan (FNJN) SC TO-T Third party tender offer statement

Exhibit (a)(1)(B)​

Letter of Transmittal
To Tender Shares of Common Stock
of
Finjan Holdings, Inc.
— CUSIP #31788H303
at
$1.55 Per Share, Net in Cash,
Pursuant to the Offer to Purchase dated June 24, 2020
by
CFIP Goldfish Merger Sub Inc.
a direct wholly owned subsidiary of

CFIP Goldfish Holdings LLC

The Offer and withdrawal rights will expire at 12:00 midnight, Eastern time, at the end of July 22, 2020
(one minute after 11:59 p.m., Eastern time, on July 22, 2020), unless the Offer is extended.

The Depositary and Paying Agent for the Offer is:

Computershare Trust Company, N.A.

Method of delivery of the certificate(s) is at the option and risk of the owner thereof. See Instruction 1.

Mail or deliver this Letter of Transmittal, together with the certificate(s) (if any) representing your shares, to:

If delivering by first class mail:	For assistance, please call the information agent, Georgeson, at:	If delivering by registered mail or courier:
Computershare c/o Voluntary Corporate Actions P.O. Box 43011 Providence, RI 02940-3011	(866) 391-7007	Computershare c/o Voluntary Corporate Actions 150 Royall Street Suite V Canton, MA 02021

DESCRIPTION OF SHARES TENDERED
Name(s) and Address of Registered Holder(s) If there is any error in the name or address shown below, please make the necessary corrections	Shares Tendered (attached additional list if necessary)
​	Certificated Shares			Book-Entry Shares
​	Certificate Numbers(s	Total Number of Shares Represented by Certificate(s)	Number of Shares Represented by Certificate(s) Tendered	Book-Entry Shares Tendered
​	Total Shares*	​	​	​

*

All Shares represented by Share Certificates delivered to the Depositary and Paying Agent will be deemed to have been tendered unless otherwise indicated. Refer to Instruction 4.

Delivery of this Letter of Transmittal and any other required documents to an address other than as set forth above will not constitute a valid delivery to Computershare Trust Company, N.A. (the “Depositary and Paying Agent”). You must sign this Letter of Transmittal in the appropriate space provided therefor below, with signature guaranteed, if required. Also, if required, you must complete the IRS Form W-9 included in this Letter of Transmittal or, if you are not a United States person (as defined for U.S. federal income tax purposes), an appropriate IRS Form W-8, as applicable. The instructions set forth in this Letter of Transmittal should be read carefully before you tender any of your Shares (as defined below) pursuant to the Offer (as defined below).

Delivery of documents to the Book-Entry Transfer Facility (as defined in Section 2 — “Acceptance for Payment and Payment of Shares” of the Offer to Purchase) does not constitute delivery to the Depositary and Paying Agent.

The Offer (as defined below) is not being made to (nor will tenders be accepted from or on behalf of) holders of Shares in any jurisdiction in which the making of the Offer would not be in compliance with the securities, blue sky or other laws of such jurisdiction. However, Offeror (as defined below) may, in its discretion, take such action as Offeror deems necessary to make the Offer comply with the laws of any such jurisdiction and extend the Offer to holders of Shares in such jurisdiction in compliance with applicable laws. In those jurisdictions where applicable laws require the Offer to be made by a licensed broker or dealer, the Offer will be deemed to be made on behalf of Offeror by one or more registered brokers or dealers licensed under the laws of such jurisdiction to be designated by Offeror.

This Letter of Transmittal is to be used by holders of Shares of Finjan Holdings, Inc., a Delaware corporation (“Finjan”), if (1) certificates representing Shares are being tendered or (2) unless an Agent’s Message (as defined below) is utilized, delivery of Shares is to be made by book-entry transfer of such Shares

into the Depositary and Paying Agent’s account at The Depository Trust Company pursuant to the procedures set forth in Section 3 — “Procedures for Accepting the Offer and Tendering Shares,” of the Offer to Purchase.

Stockholders wishing to tender Shares pursuant the Offer who are record holders but whose Share Certificates (as defined below) are not available, who cannot deliver such stock certificate(s) to the Depositary and Paying Agent, who cannot complete the procedure for delivery by book-entry transfer on a timely basis or who otherwise cannot deliver all required documents to the Depositary and Paying Agent, in any case prior to 12:00 midnight, Eastern time, at the end of July 22, 2020 (one minute after 11:59 p.m., Eastern time, on July 22, 2020) (such time and date, the “Expiration Date” unless Offeror, in accordance with the Merger Agreement (as defined in the Introduction of the Offer to Purchase), extends the period during which the Offer is open, in which event “Expiration Date” will mean the latest time and date at which the Offer, as so extended, will expire), must tender their Shares pursuant to a Notice of Guaranteed Delivery according to the guaranteed delivery procedure set forth in Section 3 — “Procedures for Accepting the Offer and Tendering Shares” of the Offer to Purchase in order to participate in the Offer. See Instruction 2.

Additional Information If Shares Are Being Delivered by Book-Entry Transfer or If Shares Are Being Delivered Pursuant to a Notice of Guaranteed Delivery

☐

Check here if tendered Shares are being delivered by book-entry transfer to an account maintained by the Depositary and Paying Agent with the Book-Entry Transfer Facility and complete the following (only financial institutions that are participants in the system of the Book-Entry Transfer Facility may deliver Shares by book-entry transfer):

Name of Tendering Institution:

DTC Participant Number:

Transaction Code Number:

☐

Check here if tendered Shares are being delivered pursuant to a Notice of Guaranteed Delivery previously sent to the Depositary and Paying Agent, and complete the following:

Name(s) of Registered Owner(s):

Date of Execution of Notice of Guaranteed Delivery:

Name of Institution which Guaranteed Delivery:

If delivery is by book-entry transfer, also give the following information:

Name of Tendering Institution:

DTC Participant Number:

Transaction Code Number:

NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.

Ladies and Gentlemen:

The undersigned hereby tenders to CFIP Goldfish Merger Sub Inc., a Delaware corporation (“Offeror”) and wholly owned subsidiary of CFIP Goldfish Holdings LLC, a Delaware limited liability company (“Parent”), the above described shares of common stock, par value $0.0001 per share (“Shares”), of Finjan Holdings, Inc., a Delaware corporation (“Finjan”), pursuant to Offeror’s offer to purchase (the “Offer”) all of the issued and outstanding Shares for a price per Share of $1.55 (such amount, as it may be adjusted from time to time upon the terms and subject to the conditions set forth in the Merger Agreement (as defined in the Introduction of the Offer to Purchase), the “Offer Price”), net to the seller in cash, without interest and less any withholding of taxes required by applicable law, upon the terms and subject to the conditions set forth in the Offer to Purchase dated June 24, 2020 (the “Offer to Purchase”), the receipt of which is hereby acknowledged, and in this Letter of Transmittal.

Upon the terms and subject to the conditions of the Offer (and if the Offer is extended or amended, the terms and conditions of any such extension or amendment), and subject to, and effective upon, the acceptance for payment of, and payment for, Shares validly tendered herewith and not properly withdrawn prior to the Expiration Date in accordance with the terms of the Offer, the undersigned hereby sells, assigns and transfers to Offeror all right, title and interest in and to all Shares that are being tendered hereby (and any and all dividends, distributions, rights, other Shares or other securities issued, paid or distributed or issuable, payable or distributable in respect thereof on or after July 22, 2020 (collectively, “Distributions”)). In addition, the undersigned irrevocably constitutes and appoints Computershare Trust Company, N.A. (the “Depositary and Paying Agent”) as the true and lawful agent and attorney-in-fact of the undersigned with respect to such Shares (and any and all Distributions), with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest in the Shares (and any and all Distributions) tendered by this Letter of Transmittal), to (1) to deliver certificates representing Shares (the “Share Certificates”) (and any and all Distributions), or transfer ownership of such Shares (and any and all Distributions) on the account books maintained by the Book-Entry Transfer Facility (as defined in Section 2 — “Acceptance for Payment and Payment of Shares” of the Offer to Purchase), together, in any such case, with all accompanying evidences of transfer and authenticity to, or upon the order of, Offeror; (2) present such Shares (and any and all Distributions) for transfer on the books of Finjan and (3) receive all benefits and otherwise exercise all rights of beneficial ownership of such Shares (and any and all Distributions), all in accordance with the terms and subject to the conditions of the Offer.

By executing this Letter of Transmittal (or taking action resulting in the delivery of an Agent’s Message (as defined in Section 2 — “Acceptance for Payment and Payment of Shares” of the Offer to Purchase)), the undersigned hereby irrevocably appoints the designees of Offeror, and each of them, as the attorneys-in-fact and proxies of the undersigned, each with full power of substitution, to (1) vote at any annual or special meeting of Finjan’s stockholders or any adjournment or postponement thereof or otherwise in such manner as each such attorney-in-fact and proxy or its, his or her substitute shall in its, his or her sole discretion deem proper with respect to and (2) otherwise act as each such attorney-in-fact and proxy or its, his or her substitute shall in its, his or her sole discretion deem proper with respect to, all Shares (and any and all Distributions) tendered hereby and accepted for payment by Offeror prior to the time of any vote or other action. This appointment will be effective if and when, and only to the extent that, Offeror accepts such Shares for payment pursuant to the Offer. This power of attorney and proxy are irrevocable and coupled with an interest in the tendered Shares (and any and all Distributions), and are granted in consideration of the acceptance for payment of such Shares in accordance with the terms of the Offer. Such acceptance for payment shall, without further action, revoke any prior powers of attorney and proxies granted by the undersigned at any time with respect to such Shares (and any and all Distributions), and no subsequent powers of attorney, proxies, consents or revocations may be given by the undersigned with respect thereto (and, if given, will be deemed ineffective). Offeror reserves the right to require that, in order for Shares to be deemed validly tendered, immediately upon Offeror’s acceptance for payment of such Shares, Offeror or its designees must be able to exercise full voting, consent and other rights, to the extent permitted under applicable law, with respect to such Shares (and any and all Distributions), including voting at any meeting of Finjan’s stockholders.

The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer all Shares tendered hereby (and any and all Distributions) and that, when the same are accepted for payment by Offeror, Offeror will acquire good, marketable and unencumbered title to such Shares (and any and all Distributions), free and clear of all liens, restrictions, charges and encumbrances and the same will not be subject to any adverse claim. The undersigned hereby represents and warrants that the undersigned is the registered owner of the Shares or the Share Certificate(s) have been endorsed to the undersigned in blank or the undersigned is a participant in the Book-Entry Transfer Facility whose name appears on a security position listing as the owner of the Shares. The undersigned will, upon request, execute and deliver any additional documents deemed by the Depositary and Paying Agent or Offeror to be necessary or desirable to complete the sale, assignment and transfer of any and all Shares tendered hereby (and any and all Distributions). In addition, the undersigned shall remit and transfer promptly to the Depositary and Paying Agent for the account of Offeror all Distributions in respect of any and all Shares tendered hereby, accompanied by appropriate documentation of transfer, and, pending such remittance and transfer or appropriate assurance thereof, Offeror shall be entitled to all rights and privileges as owner of each such Distribution and, unless such Distribution is transferred to Offeror, may deduct from the purchase price of Shares tendered hereby the amount or value of such Distribution as determined by Offeror in its sole discretion.

It is understood that the undersigned will not receive payment for the Shares unless and until the Shares are accepted for payment and until the Share Certificate(s) owned by the undersigned are received by the Depositary and Paying Agent at the address set forth above, together with such additional documents as the Depositary and Paying Agent may require, or, in the case of Shares held in book-entry form, ownership of Shares is validly transferred on the account books maintained by the Book-Entry Transfer Facility, and until the same are processed for payment by the Depositary and Paying Agent. It is understood that the method of delivery of the Shares, the Share Certificate(s) and all other required documents (including delivery through the Book-Entry Transfer Facility) is at the option and risk of the undersigned and that the risk of loss of such Shares, Share Certificate(s) and other documents shall pass only after the Depositary and Paying Agent has actually received the Shares or Share Certificate(s) (including, in the case of a book-entry transfer, by Book-Entry Confirmation (as defined below)).

All authority herein conferred or agreed to be conferred shall not be affected by, and shall survive the death or incapacity of, the undersigned, and any obligation of the undersigned hereunder shall be binding upon the heirs, executors, administrators, personal representatives, trustees in bankruptcy, successors and assigns of the undersigned. Except as stated in the Offer to Purchase, the tender of Shares hereby is irrevocable.

The undersigned understands that the valid tender of Shares pursuant to any of the procedures described in the Offer to Purchase and in the instructions hereto will constitute the undersigned’s acceptance of the terms and conditions of the Offer. Offeror’s acceptance of such Shares for payment will constitute a binding agreement between the undersigned and Offeror upon the terms and subject to the conditions of the Offer (and if the Offer is extended or amended, upon the terms and subject to the conditions of any such extension or amendment). The undersigned recognizes that under certain circumstances set forth in the Offer, Offeror may not be required to accept for payment any Shares tendered hereby.

Unless otherwise indicated herein under “Special Payment Instructions,” please issue the check for the purchase price of Shares tendered hereby in the name(s) of, and, if applicable, return any Share Certificates representing Shares not tendered or accepted for payment to, the registered owner(s) appearing under “Description of Shares Tendered.” Similarly, unless otherwise indicated under “Special Delivery Instructions,” please mail the check for the purchase price of Shares tendered hereby, and, if applicable, return any Share Certificates representing Shares not tendered or accepted for payment (and accompanying documents, as appropriate) to, the address(es) of the registered owner(s) appearing under “Description of Shares Tendered.�� In the event that both the “Special Delivery Instructions” and the “Special Payment Instructions” are completed, please issue the check for the purchase price, and, if applicable, issue or return any Share Certificates representing Shares not tendered or accepted for payment (and any accompanying documents, as appropriate) in the name of, and deliver such check and, if applicable, return such Share Certificates (and any accompanying documents, as appropriate) to, the person or persons so indicated. Unless otherwise indicated herein in the box titled “Special Payment Instructions,” please credit any Shares tendered hereby or by an Agent’s Message and delivered by book-entry transfer, but which are not purchased, by crediting the

account at DTC designated above. The undersigned recognizes that the Offeror has no obligation to transfer any Shares from the name of the registered owner thereof if the Offeror does not accept for payment any of the Shares tendered hereby.

SPECIAL PAYMENT INSTRUCTIONS
(See Instructions 1, 5, 6 and 7)

To be completed ONLY if Share(s) not tendered
or not accepted for payment and/or the check for
the purchase price of Shares accepted for payment
are to be issued in the name of someone other
than the undersigned or if Shares tendered by
book-entry transfer which are not accepted for
payment are to be returned by credit to an account
maintained at DTC other than that designated
above.

Issue to:

☐ Check
☐ Certificate

Name:

 

(Please Print)

Address:

 

 

(Include Zip Code)

(Tax Identification or Social Security Number)
(Also complete, as appropriate, the enclosed IRS Form W-9)

SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1, 5, 6 and 7)

To be completed ONLY if Share(s) not tendered
or not accepted for payment and/or the check for
the purchase price of Shares accepted for
payment are to be sent to someone other than
the undersigned or to the undersigned at an
address other than that shown in the box
titled “Description of Shares Tendered”
above.

Deliver to:

☐ Check
☐ Certificate

Name:

 

(Please Print)

Address:

 

 

(Include Zip Code)

(Tax Identification or Social Security Number)
(Also complete, as appropriate, the enclosed IRS Form W-9)

IMPORTANT
STOCKHOLDER — YOU MUST SIGN HERE
(U.S. Holders Please Also Complete the Enclosed IRS Form W-9)

(Non-U.S. Holders Please Obtain and Complete IRS Form W-8BEN, W-8BEN-E, W-8ECI or Other
Applicable IRS Form W-8)

 

(Signature(s) of Stockholder(s)) — ALL REGISTERED STOCKHOLDERS MUST SIGN

Dated: 

(Must be signed by registered owner(s) exactly as name(s) appear(s) on Share Certificate(s) or on a security position listing or by person(s) authorized to become registered owner(s) by certificates and documents transmitted herewith. If signature is by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, please set forth full title and see Instruction 5. For information concerning signature guarantees, see Instruction 1.)

Name(s): 

(Please Print) — ALL REGISTERED HOLDERS MUST PRINT

Capacity (full title):

(See Instruction 5) 

Address: 

(Include Zip Code)

Daytime Telephone Number (including Area Code): 

Tax Identification or Social Security Number: 

(See IRS Form W-9 enclosed herewith)

GUARANTEE OF SIGNATURE(S)
(For Use by Eligible Institutions Only — See Instructions 1 and 5)

Name of Firm: 

Address: 

(Include Zip Code)

Authorized Signature: 

Name: 

(Please Type or Print)

Daytime Telephone Number (including Area Code): 

Dated: 

Place medallion guarantee in space below:

INSTRUCTIONS

Forming Part of the Terms and Conditions of the Offer

1.   Guarantee of Signatures.   No signature guarantee is required on this Letter of Transmittal (1) if this Letter of Transmittal is signed by the registered holder(s) (which term, for purposes of this Instruction 1, includes any participant in the Book-Entry Transfer Facility’s systems whose name appears on a security position listing as the owner of Shares) of Shares tendered herewith, unless such registered holder(s) has completed either the box entitled “Special Payment Instructions” or the box entitled “Special Delivery Instructions” in this Letter of Transmittal or (2) if such Shares are tendered for the account of a financial institution (including most commercial banks, savings and loan associations and brokerage houses) that is a member in good standing of a recognized Medallion Program approved by the Securities Transfer Association, Inc., including the Security Transfer Agents Medallion Program and the Stock Exchanges Medallion Program (each, an “Eligible Institution”). In all other cases, all signatures on this Letter of Transmittal must be guaranteed by an Eligible Institution. See Instruction 5.

2.   Requirements of Tender.   This Letter of Transmittal is to be completed if (1) Share Certificates are being tendered or (2) unless an Agent’s Message is utilized, delivery of Shares is to be made by book-entry transfer of such Shares into the Depositary and Paying Agent’s account at The Depository Trust Company (the “Book-Entry Transfer Facility”) pursuant to the procedures set forth in Section 3 — “Procedures for Accepting the Offer and Tendering Shares,” of the Offer to Purchase. For any Eligible Institution, a manually executed facsimile of this document may be used in lieu of the original. The following must be received by the Depositary and Paying Agent at one of its addresses set forth herein before the Offer expires: (1) Share Certificates representing all tendered Shares or confirmation of a book-entry transfer of such Shares (a “Book-Entry Confirmation”) into the Depositary and Paying Agent’s account at the Book-Entry Transfer Facility pursuant to the procedures set forth in Section 3 — “Procedures for Accepting the Offer and Tendering Shares”; (2) the Letter of Transmittal, properly completed and duly executed (or, with respect to an Eligible Institution, a manually executed facsimile thereof) or an Agent’s Message (as defined below) in connection with a book-entry delivery of Shares and (3) any other documents required by this Letter of Transmittal. Please do not send your Share Certificates directly to the Offeror, Parent or Finjan.

Stockholders wishing to tender Shares pursuant to the Offer who are record holders but whose Share Certificates are not available, who cannot deliver such Share Certificate(s) to the Depositary and Paying Agent, who cannot complete the procedure for delivery by book-entry transfer on a timely basis, or who otherwise cannot deliver all required documents to the Depositary and Paying Agent, in any case before the Expiration Date, may tender their Shares by properly completing and duly executing a Notice of Guaranteed Delivery pursuant to the guaranteed delivery procedure set forth in Section 3 — “Procedures for Accepting the Offer and Tendering Shares” of the Offer to Purchase. Pursuant to such procedure: (1) such tender must be made by or through an Eligible Institution; (2) a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form made available by Offeror, must be received by the Depositary and Paying Agent at one of its addresses set forth herein before the Offer expires and (3) Share Certificates for all tendered Shares, in proper form for transfer (or a Book-Entry Confirmation with respect to all those Shares), together with this properly completed and duly executed Letter of Transmittal (or, with respect to Eligible Institutions, a manually executed facsimile thereof), with any required signature guarantees, and any other required documents, must be received by the Depositary and Paying Agent within two Nasdaq Global Market trading days after the date of execution of the Notice of Guaranteed Delivery.

A properly completed and duly executed Letter of Transmittal (or, with respect to Eligible Institutions, a manually executed facsimile thereof) must accompany each delivery of Share Certificates to the Depositary and Paying Agent.

The term “Agent’s Message” means a message, transmitted by the Book-Entry Transfer Facility to, and received by, the Depositary and Paying Agent and forming a part of a Book-Entry Confirmation, stating that the Book-Entry Transfer Facility has received an express acknowledgment from the participant in the Book-Entry Transfer Facility tendering Shares that are the subject of such Book-Entry Confirmation that such participant has received and agrees to be bound by the terms of the Letter of Transmittal and that

Offeror may enforce such agreement against such participant. The term “Agent’s Message” also includes any hard copy printout evidencing such message generated by a computer terminal maintained at the Depositary and Paying Agent’s office.

The method of delivery of this Letter of Transmittal and all other required documents, including delivery through the Book-Entry Transfer Facility, is at the option and the risk of the tendering stockholder and the delivery will be deemed made (and risk of loss will pass) only when actually received by the Depositary and Paying Agent (including, in the case of book-entry transfer, by Book-Entry Confirmation). If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery prior to the expiration of the Offer.

Beneficial owners should be aware that their broker, dealer, commercial bank, trust company or other nominee may establish its own earlier deadline for participation in the Offer. Accordingly, beneficial owners wishing to participate in the Offer should contact their broker, dealer, commercial bank, trust company or other nominee as soon as possible in order to determine the times by which such owner must take action in order to participate in the Offer.

Offeror will not accept any alternative, conditional or contingent tenders, and no fractional Shares will be purchased. By executing this Letter of Transmittal, the tendering stockholder waives any right to receive any notice of the acceptance for payment of Shares.

3.   Inadequate Space.   If the space provided herein under “Description of Shares Tendered” is inadequate, the Share Certificate number (s), the number of Shares represented by such Share Certificate(s) and/or the number of Shares tendered should be listed on a separate schedule attached hereto and separately signed on each page in the same manner as this Letter of Transmittal.

4.   Partial Tenders (applicable only to stockholders holding any Share Certificate(s)).   If fewer than all the Shares evidenced by any Share Certificate delivered to the Depositary and Paying Agent are to be tendered, fill in the number of Shares which are to be tendered in the column titled “Total Number of Shares Represented By Certificate(s)” in the box titled “Description of Shares Tendered.” All Shares represented by Share Certificates delivered to the Depositary and Paying Agent will be deemed to have been tendered unless otherwise indicated.

5.   Signatures on Letter of Transmittal; Stock Powers and Endorsements.

(1)   If this Letter of Transmittal is signed by the registered holder(s) of Shares tendered hereby, the signature(s) must correspond with the name(s) as written on the books of the Depositary and Paying Agent) without alteration, enlargement or any change whatsoever.

(2)   If any Shares tendered hereby are held of record by two or more persons, all such persons must sign this Letter of Transmittal.

(3)   If this Letter of Transmittal or any certificates or stock powers are signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person should so indicate when signing, proper evidence satisfactory to the Depositary and Paying Agent of the authority of such person to so act must be submitted and all signatures on this Letter of Transmittal must be guaranteed by an Eligible Institution. Proper evidence of authority includes a power of attorney, a letter of testamentary or a letter of appointment.

(4)   If this Letter of Transmittal is signed by the registered owner(s) of the Shares listed and tendered hereby, no endorsements of Share Certificates or separate stock powers are required unless payment is to be made to, or Share Certificates representing Shares not tendered or accepted for payment of the purchase price for the Shares tendered hereby are to be issued in the name of, a person other than the registered owner(s). Signatures on such Share Certificates or stock powers must be guaranteed by an Eligible Institution.

(5)   If this Letter of Transmittal is signed by a person other than the registered owner(s) of the Share(s) listed, the Share Certificate(s) must be endorsed or accompanied by the appropriate stock powers, in either case, signed exactly as the name or names of the registered owner(s) or holder(s)

appear(s) on the Share Certificate(s). Signatures on such Share Certificates or stock powers must be guaranteed by an Eligible Institution.

6.   Stock Transfer Taxes.   Offeror or any successor entity thereto will pay or cause to be paid all stock transfer taxes with respect to the transfer and sale of any Shares to it or its order pursuant to the Offer (for the avoidance of doubt, transfer taxes do not include U.S. federal, state, local or foreign income tax or backup withholding taxes), unless (1) a transfer tax is imposed based on income or for any reason other than the tender of Shares in the Offer, in which case those transfer taxes, whether imposed on the registered holder(s) or any other person(s), will not be payable to the tendering holder(s) or (2) payment of the purchase price is to be made to any person(s) other than the registered holder(s), in which case the amount of any stock transfer taxes (whether imposed on the registered holder(s) or such other person(s)) payable on account of the transfer to such other person(s) will be deducted from the purchase price of such Shares purchased unless evidence satisfactory to Offeror of the payment of such taxes, or exemption therefrom, is submitted.

7.   Special Payment and Delivery Instructions.   If a check is to be issued for the payment of the purchase price of any Shares tendered hereby in the name of, and/or Share Certificates representing Shares not tendered or accepted for payment are to be issued or returned to, a person other than the signer(s) of this Letter of Transmittal or if a check and/or such Share Certificates are to be mailed to a person other than the signer(s) of this Letter of Transmittal or to an address other than that shown in the box titled “Description of Shares Tendered” above, the appropriate boxes on this Letter of Transmittal should be completed. Stockholders delivering Shares tendered hereby or by Agent’s Message by book-entry transfer may request that Shares not purchased be credited to an account maintained at the Book-Entry Transfer Facility as such stockholder may designate in the box titled “Special Payment Instructions” herein. If no such instructions are given, all such Shares not purchased will be returned by crediting the same account at the Book-Entry Transfer Facility as the account from which such Shares were delivered.

If you choose to give “Special Payment Instructions” or “Special Delivery Instructions” stock transfer taxes may be deducted from amounts otherwise payable for Shares purchased in the Offer. See Instruction 6.

8.   IRS Form W-9; Backup Withholding; Taxpayer Identification Number; FATCA.   In order to avoid U.S. federal backup withholding (currently at a rate of 24 percent) on payments pursuant to the Offer, each tendering stockholder or payee that is a United States person (as defined for U.S. federal income tax purposes), must provide the Depositary and Paying Agent with such stockholder’s or payee’s correct taxpayer identification number (“TIN”) and certify, under penalties of perjury, that such number is correct and that such stockholder or payee is not subject to such backup withholding and that such stockholder is a United States person by completing the enclosed IRS Form W-9. If a tendering stockholder or payee does not have a TIN, such stockholder or payee should consult the instructions to the IRS Form W-9 for instructions on applying for a TIN and should apply for a TIN immediately. If the stockholder or payee does not provide such stockholder’s or payee’s TIN to the Depositary and Paying Agent by the time of payment, backup withholding will apply. Certain stockholders or payees (including, among others, certain corporations, non-resident foreign individuals and foreign entities) may not be subject to these backup withholding and reporting requirements. A tendering stockholder who is not a United States person (as defined for U.S. federal income tax purposes) (A “Non-U.S. Holder”) should complete, sign and submit to the Depositary and Paying Agent the appropriate IRS Form W-8. An IRS Form W-8BEN, Form W-8BEN-E or Form W-8ECI (or other applicable IRS Form W-8) may be obtained from the Depositary and Paying Agent or downloaded from the Internal Revenue Service’s website at the following address: http://www.irs.gov. Failure to complete the IRS Form W-9 or appropriate IRS Form W-8 will not, by itself, cause Shares to be deemed invalidly tendered, but may require the Depositary and Paying Agent to withhold a portion of the amount of any payments made of the Offer Price pursuant to the Offer.

Please consult your tax advisor for further guidance regarding the completion of IRS Form W-9 or the appropriate IRS Form W-8 to claim exemption from backup withholding, or contact the Depositary and Paying Agent.

NOTE: FAILURE TO COMPLETE AND RETURN IRS FORM W-9 OR THE APPROPRIATE IRS FORM W-8 MAY RESULT IN BACKUP WITHHOLDING OF A PORTION OF ANY PAYMENTS MADE TO YOU.

9.   Irregularities.   All questions as to the form of documents and the validity, eligibility (including time of receipt) and acceptance for payment of any tender of Shares will be determined by Offeror in its sole discretion, which determinations shall be final and binding on you. Offeror reserves the absolute right to reject any and all tenders determined by it not to be in proper form or the acceptance for payment of which may, in the opinion of Offeror’s counsel, be unlawful. Offeror also reserves the absolute right to waive any defect or irregularity in the tender of any Shares by any particular stockholder, regardless of whether or not similar defects or irregularities are waived in the case of other stockholders. No tender of Shares will be deemed to have been validly made until all defects and irregularities have been cured or waived to the satisfaction of Offeror. None of Parent, Offeror, Finjan, the Depositary and Paying Agent, Georgeson LLC (the “Information Agent”) or any other person is or will be under any duty to give notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification.

10.   Requests for Assistance or Additional Copies.   Questions or requests for assistance or additional copies of the Offer to Purchase, this Letter of Transmittal and the Notice of Guaranteed Delivery should be directed to the Information Agent at its telephone number and address set forth below. Stockholders may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer. Requests for additional copies of the Offer to Purchase, this Letter of Transmittal, the Notice of Guaranteed Delivery and other Offer materials should be directed to the Information Agent.

11.   Lost, Destroyed, Mutilated or Stolen Share Certificates.   If any Share Certificate has been lost, destroyed, mutilated or stolen, the stockholder should promptly notify Finjan’s stock transfer agent, Computershare Inc. (the “Transfer Agent”) by calling 877-373-6374. The stockholder will then be instructed as to the steps that must be taken in order to replace the Share Certificate. This Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost, mutilated, destroyed or stolen Share Certificates have been followed. You are urged to contact the Transfer Agent immediately in order to receive further instructions and for a determination of whether you will need to post a bond and to permit timely processing of this documentation. This Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost, destroyed or stolen Share Certificates have been followed.

12.   Waiver of Conditions.   Subject to the terms and conditions of the Merger Agreement (as defined in the Introduction of the Offer to Purchase) and the applicable rules and regulations of the Securities and Exchange Commission, the conditions of the Offer may be waived by Parent or the Offeror in whole or in part at any time and from time to time in its sole discretion.

IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A MANUALLY EXECUTED FACSIMILE COPY THEREOF) OR AN AGENT’S MESSAGE, TOGETHER WITH SHARE CERTIFICATE(S) OR BOOK-ENTRY CONFIRMATION OR A PROPERLY COMPLETED AND DULY EXECUTED NOTICE OF GUARANTEED DELIVERY AND ALL OTHER REQUIRED DOCUMENTS, MUST BE RECEIVED BY THE DEPOSITARY AND PAYING AGENT PRIOR TO THE EXPIRATION DATE.

IMPORTANT TAX INFORMATION

Under U.S. federal income tax laws, a stockholder who is a United States person (as defined for U.S. federal income tax purposes) whose tendered Shares are accepted for payment is generally required to provide the Depositary and Paying Agent (as payer) with such stockholder’s correct TIN on the attached IRS Form W-9 or otherwise establish a basis for exemption from backup withholding. A TIN is generally an individual stockholder’s social security number or a stockholder’s employer identification number. If the Depositary and Paying Agent is not provided with the correct TIN, a penalty may be imposed by the Internal Revenue Service, and payments made with respect to Shares purchased pursuant to the Offer may be subject to backup withholding. Failure to comply truthfully with the backup withholding requirements also may result in the imposition of criminal and/or civil fines and penalties.

Certain stockholders (including, among others, certain corporations, non-resident foreign individuals and foreign entities) may not be subject to these backup withholding requirements. Exempt stockholders should furnish their TIN, enter any applicable “exempt payee codes” in the “Exemptions” box of IRS Form W-9, and sign, date and return the IRS Form W-9 to the Depositary and Paying Agent. A foreign person, including an entity, may qualify as an exempt recipient by submitting to the Depositary and Paying Agent a properly completed IRS Form W-8BEN, Form W-8BEN-E or Form W-8ECI (or other applicable IRS

Form W-8) signed under penalties of perjury, attesting to that stockholder’s foreign status. The appropriate IRS Form W-8 can be obtained from the Depositary and Paying Agent or downloaded from the Internal Revenue Service’s website at the following address: http://www.irs.gov.

If backup withholding applies, the Depositary and Paying Agent is required to withhold and pay over to the Internal Revenue Service a portion of any payment made to a stockholder. Backup withholding is not an additional federal income tax. Rather, the U.S. federal income tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If backup withholding results in an overpayment of taxes, a refund may be obtained from the Internal Revenue Service, provided that the required information is properly furnished to the Internal Revenue Service.

Purpose of Form W-9

To prevent U.S. federal backup withholding on payments that are made to a stockholder, including any purchase price of Shares, as the case may be, with respect to Shares purchased pursuant to the Offer, the stockholder is required to provide the Depositary and Paying Agent with his correct TIN by completing the attached IRS Form W-9 and certifying that (1) the TIN provided on IRS Form W-9 is correct (or that such stockholder is awaiting a TIN); (2) the stockholder is exempt from backup withholding, or the stockholder has not been notified by the Internal Revenue Service that the stockholder is subject to backup withholding as a result of failure to report all interest or dividends or the Internal Revenue Service has notified the stockholder that the stockholder is no longer subject to backup withholding and (3) the stockholder is a United States person (as defined for U.S. federal income tax purposes) (including a U.S. resident alien).

A nonexempt stockholder may write “Applied For” in the space provided for the TIN in Part 1 of the attached IRS Form W-9 if such stockholder has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future. In the event that such holder fails to provide a TIN to the Depositary and Paying Agent, the Depositary and Paying Agent must backup withhold on payments made to such holder.

What Number to Give the Depositary and Paying Agent

The tendering stockholder is required to give the Depositary and Paying Agent the TIN of the record holder of Shares tendered hereby, which is generally the social security number or employer identification number of such record holder. If Shares are in more than one name or are not in the name of the actual owner, consult the enclosed IRS Form W-9 for additional guidance on which number to report.

The Depositary and Paying Agent for the Offer is:

Computershare Trust Company, N.A.

If delivering by first class mail:
Computershare
c/o Voluntary Corporate Actions
P.O. Box 43011
Providence, RI 02940-3011 If delivering by registered mail or courier:
Computershare
c/o Voluntary Corporate Actions
150 Royall Street
Suite V
Canton, MA 02021

Questions or requests for assistance or additional copies of the Offer to Purchase, this Letter of Transmittal and the Notice of Guaranteed Delivery may be directed to the Information Agent at its telephone number and address set forth below. Stockholders may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer.

The Information Agent for the Offer is:

1290 Avenue of the Americas, 9th Floor
New York, NY 10104

Shareholders, Banks and Brokers
Call Toll Free:
866-391-7007