REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (this Agreement) is made and entered into as of June 23, 2018 by and between Gray Television, Inc., a Georgia corporation (Parent), and the individuals and/or entities listed on Exhibit A attached hereto (each a Holder and, collectively, the Holders).
WHEREAS, this Agreement is being entered into pursuant to, and in connection with the transactions contemplated by, that certain Agreement and Plan of Merger made and entered into as of June 23, 2018 (the Merger Agreement) by and among Parent, East Future Group, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (Merger Sub), Raycom Media, Inc., a Delaware corporation (the Company), and Tara Advisors, LLC, solely in its capacity as the Stockholders Representative (as defined in the Merger Agreement);
WHEREAS, the Merger Agreement provides that, subject to the terms and conditions contained therein, and the applicable provisions of the Delaware General Corporation Law (the DGCL), the Company will be merged with and into Merger Sub, with Merger Sub continuing to exist as a wholly owned subsidiary of Parent (the Merger);
WHEREAS; pursuant to the Merger, certain holders of shares of common stock of the Company and warrants to acquire common stock of the Company at the Effective Time (as defined in the Merger Agreement) will have such shares and warrants cancelled and converted into the right to receive shares of Parent Common Stock;
WHEREAS, Parent has agreed to provide the registration and other rights set forth in this Agreement for the benefit of the Holders who will receive Parent Common Stock Merger Consideration in the Merger.
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises hereinafter set forth, the parties hereto agree as follows:
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Definitions and References.
Unless otherwise defined herein, the capitalized terms in this Agreement have the same meanings given to them in the Merger Agreement. For purposes of this Agreement, in addition to the definitions set forth elsewhere herein, the following terms shall have the following respective meanings:
Applicable Securities Laws means the securities laws of the United States, including without limitation the Exchange Act and the Securities Act, and any applicable securities law of any State of the United States (and any rules or regulations promulgated thereunder), in each case as may be in effect from time to time.
Business Day means any day except Saturday, Sunday or any other day on which commercial banks located in New York, New York are authorized or required by law to be closed for business.