AMENDMENT NO. 1 TO
AGREEMENT AND PLAN OF MERGER
This AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (this Amendment) is entered into as of October 29, 2019, by and among New Media Investment Group Inc., a Delaware corporation (Parent), Gannett Co., Inc., a Delaware corporation (the Company), Arctic Holdings LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (Intermediate Holdco), and Arctic Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Intermediate Holdco (Merger Sub).
WHEREAS, Parent, the Company, Intermediate Holdco and Merger Sub are party to that certain Agreement and Plan of Merger, dated as of August 5, 2019 (the Merger Agreement); and
WHEREAS, the parties desire to amend the Merger Agreement as set forth herein, in accordance with Section 9.03 of the Merger Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereby agree as follows:
1. Clause (b) of Section 1 of Exhibit C of the Merger Agreement is hereby replaced in its entirety by the following:
(b) at the option of the Company, either (1) three directors designated by the Company from among the directors serving on the Board of Directors of the Company as of immediately prior to the Effective Time, all of whom must qualify as an independent director with respect to Parent and the Company under the rules and regulations of the NYSE (each, an Independent Company Director), or (2) two Independent Company Directors designated by the Company and Ms. Barbara W. Wall, plus.
2. The phrase two-thirds of the independent directors of Parent in Section 2(i), Section 4(ii), Section 5 and Section 8 of Exhibit C of the Merger Agreement is hereby replaced with the phrase two-thirds of the independent directors of Parent, with Ms. Wall being deemed to be included as an independent director of Parent for purposes of this calculation if she becomes a member of the Board in accordance with clause (b)(2) of Section 1 of this Exhibit C.
3. Clause (ii) of Section 2 of Exhibit C is hereby replaced in its entirety by the following:
(ii) At or prior to the Effective Time, Parent shall take such actions as may be necessary or appropriate such that, as of the Effective Time, the Transformation Committee shall consist of four directors, two of whom shall be Independent Parent Directors and two of whom shall be Independent Company Directors; provided that if Ms. Wall becomes a member of the Board in accordance with clause (b)(2) of Section 1 of this Exhibit C, then the Transformation Committee shall consist of four directors, two of whom shall be Independent Parent