AMENDMENT NO. 1 TO
THIS AMENDMENT NO. 1 TO PURCHASE AGREEMENT (this Amendment) is entered into as of September 15, 2021, among Daily Mail and General Trust plc, a public limited company organized under the laws of England and Wales (Parent), DMG Atlantic Limited, a private limited company organized under the laws of England and Wales and a wholly owned indirect subsidiary of Parent (UK Seller), DMG US Investments, Inc., a corporation organized under the laws of Delaware and a wholly owned direct subsidiary of UK Seller (the Transferred US Entity), and Moodys Analytics, Inc., a Delaware corporation (Purchaser). Capitalized terms not otherwise defined in this Amendment shall have the meanings ascribed to such terms in the Purchase Agreement (as defined below).
WHEREAS, Parent, UK Seller, the Transferred US Entity and Purchaser are party to the Purchase Agreement, dated as of August 5, 2021 (the Purchase Agreement); and
WHEREAS, the parties desire to amend the Purchase Agreement as set forth herein, in accordance with Section 10.03 of the Purchase Agreement.
NOW, THEREFORE, the parties hereto, intending to be legally bound hereby, agree as follows:
1. Section 2.04 (Treatment of Rome Equity Awards and Rome Common Shares Awarded Under the Rome Equity Plans) of the Purchase Agreement is hereby replaced in its entirety by the following:
(a) Administrative Actions. Prior to the Closing, Parent shall, and Parent shall cause its applicable Parent Subsidiaries to, adopt such resolutions and take such other actions as Parent shall determine is necessary, desirable or appropriate to effectuate and implement this Section 2.04, including:
(i) Establishment of Liquidity Date. The Rome Compensation Committee shall establish a Liquidity Date, which shall be the Closing Date, under the Rome 2011 Equity Plan and the Rome 2014 Equity Plan, in connection with the exercise of Romes call right pursuant to Section 4(a)(viii) of the Rome 2011 Equity Plan and Section 4(a)(vii) of the Rome 2014 Equity Plan.
(ii) Fair Market Value. The Fair Market Value of a Rome Common Share shall be determined by the Board of Directors of Rome as specified in Section 2.04(a)(ii) of the Seller Disclosure Letter (the Rome Fair Market Value).