Joinder Agreement by Samson Merger Sub Inc. to Agreement and Plan of Merger with Sinclair Broadcast Group, Inc. and Tribune Media Company (May 8, 2017)
This agreement adds Samson Merger Sub Inc., a newly formed subsidiary of Sinclair Broadcast Group, Inc., as a party to the previously signed Agreement and Plan of Merger with Tribune Media Company. By signing, Samson Merger Sub Inc. agrees to be bound by all terms and conditions of the original merger agreement as if it were an original party. The agreement is effective as of May 8, 2017.
Exhibit 10.1
JOINDER AGREEMENT
MAY 8, 2017
Reference is hereby made to that certain Agreement and Plan of Merger, dated as of May 8, 2017 (the Merger Agreement), by and between Sinclair Broadcast Group, Inc., a Maryland corporation (Parent), and Tribune Media Company, a Delaware corporation (the Company). Unless otherwise defined herein, terms used herein shall have the meanings given to them in the Merger Agreement.
WHEREAS, the Merger Agreement provides that promptly following the execution and delivery thereof, Parent shall form a new wholly owned subsidiary as a Delaware corporation and Parent shall cause such entity to, and such entity shall, sign a joinder agreement to the Merger Agreement and be bound thereunder; and
WHEREAS, the undersigned, Samson Merger Sub Inc., a Delaware corporation (Merger Sub), was duly incorporated by Parent on May 8, 2017.
NOW, THEREFORE, in consideration of the foregoing, the mutual covenants, representations, warranties and agreements set forth in the Merger Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, intending to be legally bound, Merger Sub hereby agrees that it is and shall be deemed to be for all purposes, a party to the Merger Agreement, and is and shall be bound by all of the terms and conditions of the Merger Agreement applicable to Merger Sub, effective as of the date hereof, as if it were an original signatory thereto.
[Signature Page Follows]
IN WITNESS WHEREOF, Merger Sub has executed this Agreement as of the date set forth above and agrees to be bound by the terms of the Merger Agreement applicable to Merger Sub.
| Samson Merger Sub Inc. | |
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| By: | /s/ Christopher Ripley |
| Name: | Christopher Ripley |
| Title: | Chief Executive Officer |