AMENDMENT AND CONSENT
This Amendment and Consent (this Amendment) is made and entered into as of October 6, 2021, by and among Meredith Corporation, an Iowa corporation (the Company), Meredith Holdings Corporation, an Iowa corporation and a wholly owned subsidiary of the Company (SpinCo), Gray Television, Inc., a Georgia corporation (Parent), Gray Hawkeye Stations, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (Merger Sub), and About, Inc., a Delaware corporation and wholly owned subsidiary of IAC (as defined below) (Digital). Each of the Company, SpinCo, Parent, Merger Sub, and Digital is sometimes referred to herein as a Party and, collectively, as the Parties.
A. Certain of the Parties entered into that certain (i) Agreement and Plan of Merger, dated as of May 3, 2021, as amended by Amendment No. 1 dated as of June 2, 2021 (the Merger Agreement), (ii) Separation and Distribution Agreement, dated as of May 3, 2021, as amended by Amendment No. 1 dated as of May 18, 2021 and Amendment No. 2 dated as of June 2, 2021 (the SDA), (iii) Employee Matters Agreement, dated as of May 3, 2021 (the EMA), (iv) Transition Services Agreement, dated as of May 3, 2021 (the TSA), and (v) Tax Matters Agreement, dated as of May 3, 2021 (the TMA and, collectively with the Merger Agreement, the SDA, the TSA, and the EMA, the Gray Agreements).
B. The Company, SpinCo, Digital, and IAC/INTERACTIVECORP, a Delaware corporation (IAC), desire to enter into that certain Agreement and Plan of Merger of even date herewith (the Match Merger Agreement), in the form attached hereto as Exhibit A.
C. The Gray Agreements may be amended by written agreement of Parent, Merger Sub, the Company and SpinCo as set forth therein.
D. The Parties desire to enter into this Amendment relating to, and pursuant to each of, the Gray Agreements to which they are party, and to amend the Gray Agreements and enter into the additional agreements set forth herein, in order to reflect certain agreements reached among the Parties.
NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties, covenants and agreements contained in this Amendment, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and as a material inducement to Parent and Merger Sub executing and delivering this Amendment, and intending to be legally bound hereby, the Parties agree as follows:
Section 1. Interpretation. This Amendment is delivered pursuant to the Gray Agreements. Except as otherwise provided herein, capitalized terms used but not defined in this Amendment shall have the meanings given to them in the Gray Agreements, as applicable.
Section 2. Match Transaction Consent. Parent, Merger Sub, the Company, and SpinCo acknowledge and agree that the merger contemplated by the Match Merger Agreement (the Match Merger) would be prohibited under the Merger Agreement without the prior written consent of Parent and Merger Sub set forth in this Section 2. Subject to the terms and conditions set forth in this Amendment, Parent and Merger Sub consent, for all purposes under the Gray Agreements, to: (a) the Company and SpinCo entering into the Match Merger Agreement with Digital and IAC; and (b) the performance by the Company and SpinCo (and the SpinCo Entities (as defined in the Match Merger Agreement)) of their obligations under the Match Merger Agreement and the completion of the transactions contemplated by the Match Merger Agreement, so long as the Match Merger does not occur prior to the first to occur of (i) closing of the transactions contemplated by Merger Agreement (including, for the avoidance of doubt, both the Distribution and the Merger); and (ii) termination of the Merger Agreement in accordance with its terms.